VIKING SYSTEMS, INC. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 99.2
VIKING SYSTEMS,
INC.
AMENDMENT
TO
RECITALS
WHEREAS
the Company and the Executive entered into the Agreement.
WHEREAS
the Company and the Executive wish to amend the Agreement to reduce the number
of options granted to the Executive.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby mutually acknowledged, the Company and the Executive hereby
agree as follows:
1.
Amendment
Section
3.5 is deleted and replaced in its entirety with the following
The
Executive shall be granted under the Company’s 2008 Equity Incentive Plan a
stock option to purchase 2,100,000 shares of the Company’s common stock with a
ten year life and at an exercise price equal to the fair market value of the
Company’s common stock on the date of grant. The option will vest 25%
immediately and 25% on the first anniversary date of the grant and 6.25% at the
end of each calendar quarter thereafter. Vesting will be subject to
continuing service with the Company.
2.
Other
Provisions
2.1 Conflict. In
the event of a conflict between the provisions of this Amendment and the
Agreement, the provisions of this Amendment shall prevail and the provisions of
the Agreement shall be deemed modified by this Amendment as necessary to resolve
such conflict.
2.2 Effect of
Amendment. Except as expressly amended by this Amendment, the
terms and provisions of the Agreement shall continue in full force and
effect.
2.3 Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
[THE NEXT
PAGE IS THE SIGNATURE PAGE]
This Amendment is effective as of
the date first stated above.
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Viking
Systems, Inc.
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Executive
Vice President and
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Chief
Financial
Officer
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