DICKIE WALKER MARINE, INC.
EQUITY INCENTIVE PLAN
ADOPTED JANUARY 24, 2002
1. PURPOSE. Dickie Walker Marine, Inc. (the "Company") hereby establishes its Equity Incentive Plan (the
"Plan"). The purpose of the Plan is to help the Company and its subsidiaries to attract and retain competent
employees, officers, directors, advisors and independent contractors by providing them with an opportunity to
participate in the increased value of the Company which their effort, initiative, and skill have helped produce.
2. GENERAL PROVISIONS.
(a) The Plan will be administered by the Compensation Committee of the Board of Directors of the Company
(the "Committee"). The Committee shall be comprised of two or more directors designated by the Board of
Directors (the "Board"). If and to the extent that Securities Exchange Act Rule 16b-3 or Internal Revenue Code
Section 162 are applicable to the Plan, Committee members shall qualify as "Non-Employee Directors" within the
meaning of Securities Exchange Act Rule 16b-3 and as "outside directors" within the meaning of Treasury
Regulation Section 1.162-27(e)(3). (In the event Rule 16b-3 or Treasury Regulation Section 1.162-27(e)(3) is
amended, modified or repealed, the requirements for being a member of the Committee shall reflect the then
current requirements of the successor rule or regulation, if any.) Options granted under the Plan are intended to
qualify for the "qualified performance based compensation" exception to Internal Revenue Code Section 162(m).
Notwithstanding the foregoing, if it would be consistent with all applicable laws, including without limitation Rule
16b-3 and Treasury Regulation Section 1.162-27(e)(3), then the Plan may be administered by the Board of
Directors, and if so administered all subsequent references to the Committee shall be read as referring to the
Board of Directors.
(b) The Committee shall have full power to construe and interpret the Plan and to establish and amend rules and
regulations for its administrati