Exhibit 99.6
Form 8-K
Viking Systems, Inc.
File No. 000-49636
VIKINGS SYSTEMS, INC.
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE 2004 STOCK INCENTIVE PLAN
THIS AGREEMENT is made as of October 11, 2004, between Viking Systems,
Inc., a Nevada corporation (the "Company"), and Xxxxx Xxxx (the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. The Company hereby grants to the Optionee an option (the
"Option") to purchase the number of shares of the Company's common stock (the
"Option Shares"), for an exercise price per share (the "Option Price") and based
upon a Grant Date, all as set forth below. The Option is subject to the vesting
limitations set forth in Section 2 hereof.
Shares under option: 10,000
Option Price per Share: $.65
Grant Date: October 11, 2004
The Option will be subject to all of the terms and conditions set forth
herein and in the Company's 2004 Stock Incentive Plan (the "Option Plan"), a
copy of which is attached hereto and incorporated by reference. The Option
granted hereunder will be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Vesting. The Option shall vest as follows (i) twenty percent (20%) of
the Option Shares shall vest on the anniversary of the Grant Date if the
Optionee is an employee of the Company on such date; and (ii) the remaining
percentage of the Option Shares shall vest on the anniversary of the Grant Date,
if the Optionee is an employee of the Company on such date at 20% per year until
fully vested (5 years).
3. Stockholder Rights. No rights or privileges of a stockholder in the
Company are conferred by reason of the granting of the Option. Optionee will not
become a stockholder in the Company with respect to the Option Shares unless and
until the Option has been properly exercised and the Option Price fully paid as
to the portion of the Option exercised.
4. Termination. Subject to earlier termination as provided in the Option
Plan, this Option will expire, unless previously exercised in full, on October
11, 2014, which date is on or prior to the tenth anniversary of the Grant Date.
5. Terms of the Option Plan. The Optionee understands that the Option Plan
includes important terms and conditions that apply to this Option. Those terms
include (without limitation): important conditions to the right of the Optionee
to exercise the Option; important restrictions on the ability of the Optionee to
transfer the Option or to transfer Option Shares received upon exercise of the
Option; and early termination of the Option following the occurrence of certain
events, including the Optionee no longer being an employee, director, consultant
or independent contractor to or of the Company or its subsidiaries. The Optionee
acknowledges that he or she has read the Option Plan, agrees to be bound by its
terms, and makes each of the representations required to be made by the Optionee
under it.
6. Miscellaneous. This Agreement (together with the Option Plan) sets forth
the complete agreement of the parties concerning the subject matter hereof,
superseding all prior agreements, negotiations and understandings. This
Agreement will be governed by the substantive law of the State of Nevada, and
may be executed in counterparts.
The parties hereby have entered into this Agreement as of the date set
forth above.
Viking Systems, Inc.
By /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
(Optionee)
/s/ Xxxxx Xxxx
Address: _______________________________
_______________________________
_______________________________
Attachments: (1) Spousal Consent
(2) Viking Systems, Inc. Stock Incentive Plan
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SPOUSAL CONSENT
The undersigned is the spouse of the Optionee referred to in the attached
Incentive Stock Option Agreement (the "Agreement"). The undersigned acknowledges
that he or she:
(1) has received, reviewed and understands the terms of the Agreement
(including its attachments);
(2) consents to the Agreement, and agrees to be bound by its terms to the
extent that he or she now has or may obtain any interest in the Option or Shares
covered by the Agreement; and
(3) understands that the Company is relying upon this consent in entering
into the Agreement and in not taking further steps to protect its interests.
Date: _____________ ___, 2004
Signature
Name: _________________________
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