Form of Incentive Stock Option Grant Under DWM 2002 Equity Incentive Plan



 EXHIBIT 10.6 
  
 DICKIE WALKER MARINE, INC. 
 NOTICE OF GRANT OF 
 INCENTIVE STOCK OPTION 
  
 To:                                  
  
 At the direction of the Board of Directors of Dickie Walker Marine, Inc. (the
“Company”), you are hereby notified that the Board of Directors has granted to you an incentive stock option (the “Option”), pursuant to, and in accordance with the terms of, the Company’s Equity Incentive Plan (the
“Plan”). A copy of the Plan governing the Option granted to you is available upon request to the Chairman of the Board of the Company. Your attention is directed to all of the provisions of the Plan. The terms of the Option include those
of the Plan and the following: 
  
 1. Grant of Option. On
            , the Company’s Board of Directors authorized the grant to you of the right and option to purchase from the Company all or any part of an aggregate of
             shares of the Company’s common stock. 
  
 2. Price of Shares. The purchase price of the shares subject to this Option is
$                    . 
  
 3. Manner of Payment. Payment of the purchase price shall be made in cash, by check, or by delivery of outstanding shares of common stock, or by
other methods provided for in the Plan. 
  
 4. Term of
Option. The Option and all rights granted hereby and pursuant to the Plan shall terminate on the earlier of                  (ten years from the effective date of
the grant), or as provided by the Plan. 
  
 5. Exercise of
Option. The Option may be exercised in accordance with the attached Exhibit A. 
  

									
	 	 	 	 	DICKIE WALKER MARINE, INC.
					
	Date:	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	Gerald W. Montiel, CEO








 EXHIBIT A 
 TO 
 NOTICE OF GRANT 
  
 Your Option will vest over a     -year period as follows: 
  
     % of the Option, or      shares, will vest on
            ,          year from the effective date of grant, and the remaining     % will vest in equal increments of the 104
shares on the      day of each month, beginning on         , until the Option is fully vested, subject to your continued employment or engagement by the Company on such dates, and unless
your Option has terminated in accordance with Paragraph 4 of the Notice of Grant or the Plan. 







 DICKIE WALKER MARINE, INC. 
 FORM OF EXERCISE OF STOCK OPTION 
  
 To the Compensation Committee of 
 the Board of Directors of 
 Dickie Walker Marine, Inc. 
  
 I
hereby exercise my Stock Option granted effective as of             , by Dickie Walker Marine, Inc. (the “Company”), subject to all the terms and provisions of the Company’s
Equity Incentive Plan (the “Plan”) and the Notice of Grant Stock Option, and notify you of my desire to purchase              shares of the Company’s common stock, pursuant
to said Stock Option. 
  
  
 Enclosed is the sum of
$                                 in cash or the Company’s common stock.

  
 I acknowledge that unless the shares issuable under the Plan
have been registered under federal and state securities laws prior to the exercise of my Option, the shares being purchased are restricted shares and may not be sold, transferred, or assigned unless an exemption from registration is available. I
acknowledge and agree that the certificate evidencing such shares will contain a legend to indicate the lack of registration and the restrictions upon transfer. Further, as to any restricted shares, I hereby represent that the shares are being
acquired by me as an investment and not with a view to resale or distribution. 
  

									
	 	 	 	 	 
					
	Date: