8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 11, 2007

Meade Instruments Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-22183	95-2988062
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6001 Oak Canyon, Irvine, California		92618-5200
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 949 451-1450

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 11, 2007, Meade Instruments Europe GmbH & Co. KG, a Delaware corporation and wholly-owned subsidiary of Meade Instruments Corp. ("Meade Europe"), entered into a Loan Agreement with VR-Bank Westmunsterland eG ("Volksbank"). The material terms and conditions of the Loan Agreement include a revolving line of credit from 2,000,000 € up to 9,000,000 € during certain time periods of the year as set for in the Agreement and a term loan of 859,000 € with redemption payments of 275,000 €. The revolving line of credit bears interest at 8% and is variable, depending on certain market conditions as set forth in the Loan Agreement. The term loan bears interest at approximately 4.55%. An addition line of 750,000 € is provided for bank guarantees and US$ forward contracts and L/C’s which will be reduced to 200,000 € effective January 1, 2008. The credit lines are provided subject to a condition that a US$ 2,000,000 loan from Meade Europe to its parent company, M eade Instruments Corp. ("Meade"), is repaid in full on or prior to July 31, 2007. In addition, the credit line is subject to Volksbank receiving a renewed guarantee from Meade in the amount of 2,600,000 € prior to February 28, 2008. The revolving line of credit and term loan are collateralized by all of the assets of Meade Europe and are further collateralized by the guarantee referred to above. An additional condition to the Loan Agreement is a requirement that Meade Europe maintain a minimum capitalization of approximately 3,500,000 €.

A copy of the Loan Agreement (translated from the executed German version) is attached hereto as Exhibit 10.93 to this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A. On July13, 2007, Meade Instruments Corp. ("Meade" or the "Company") entered into Employment Agreements with the following executive officers: Steven L. Muellner, President and Chief Executive Officer; Paul E. Ross, Senior Vice President – Finance and Chief Financial Officer; Robert L. Davis, Senior Vice President – Sales; and Donald W. Finkle, Senior Vice President – Operations. With the exception of base salary, as set forth below, the material terms and conditions of the Employment Agreements are the same for each executive officer.

The Employment Agreements contain the following material terms and conditions: Each executive officer is entitled to the payment of an annual base salary equal to the following amounts: $350,000 for Mr. Muellner, $260,000 for Mr. Ross, $268,500 for Mr. Davis, and $230,000 for Mr. Finkle. The amount of these base salaries is subject to review annually by the Compensation Committee. The executive officers are also entitled to participate in and are covered by all bonus, incentive and other employee health, insurance, 401(k), ESOP, and other plans and benefits established for the employees of the Company. In addition, the Employment Agreements provide the executive officers with vacation benefits of three weeks per year (up to a maximum accrual of six weeks) and reimbursement of all business expenses. If the Company terminates the employment of one of these executive officers without cause, or if one of these executive officers terminates his employment for one of the following reasons: (A) a material diminution of authority, duties or responsibilities of the executive officer, (B) any reduction by the Company to the Executive Officer’s base salary (except within certain limits as set forth in the Employment Agreements), or (C) the Company requires the executive officer to be based at an office or location which increases the distance from such executive officer’s home to the office or location by more than 45 miles from the distance in effect at the beginning of the term of the Employment Agreement, then such executive officer will be entitled to an aggregate payment equal to: (x) 12 months base salary, (y) 50% of the executive officer’s target bonus amount, and (z) HMO level COBRA benefits for 12 months (collectively, the "Severance Payments"). The Severance Payments will be paid in 12 equal payments over the 12 month period. As partial consideration for the benefits set forth above, the executive officers agree to not compete with the Company, or solicit its customers or employees, during the term of employment and for 12 months after termination of employment.

A copy of the Form Executive Officer Employment Agreement is attached hereto as Exhibit 10.94.

B. On July 13, 2007, the Company also entered into Performance Share Award Agreements ("Bonus Agreements") with Messrs. Muellner, Ross, Davis, and Finkle. Under the Bonus Agreements, each executive officer will have the potential to earn a cash bonus equal to a percentage of their base salary, based on a combination of the Company’s financial performance and the individual’s performance measured against position specific objectives. Mr. Muellner’s Bonus Agreement establishes a cash bonus target of 50% of Mr. Muellner’s base salary, with the opportunity to earn up to two times the bonus target. Each of Messrs. Ross, Davis, and Finkle has a bonus target of 25% of their base salary, with the opportunity to earn up to two times such bonus target. The Company financial performance objectives for the Bonus Agreements are based on the Company meeting or exceeding certain operating income targets for fiscal 2008. After the Company financial performance objectives have been partially or fully met, each executive officer’s position specific personal objectives are determined. Such personal objectives are determined as a percentage of overall satisfaction (between 0% and 100%). This satisfaction percentage is then multiplied by the b onus amount that would have been achieved based solely on the Company’s financial performance. After considering both the Company’s financial performance objectives and the personal position specific objectives, each executive officer’s cash bonus can be calculated.

A copy of the Form Performance Share Award Agreement is attached hereto as Exhibit 10.95.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 12, 2007, the Company’s Board of Directors adopted and approved amendments to (i) the Company’s Code of Ethical Standards and Business Practices (the "Employee Code of Conduct"), and (ii) the Company’s Code of Conduct Guidelines for Members of the Board of Directors (the "Director Code of Conduct"). Both the Employee Code of Conduct and the Director Code of Conduct were amended to include a provision requiring that all equity compensation awards granted to any employee, officer, director or consultant of the Company be done in compliance with the Company’s Equity Compensation Award Guidelines; including, without limitation, ensuring that no equity compensation awards granted by the Company are "backdated" as defined therein.

Copies of the Company’s Employee Code of Conduct and Director Code of Conduct, as amended, are attached hereto as Exhibit 10.96 and Exhibit 10.97, respectively.

Item 8.01 Other Events.

On July 12, 2007, the Company’s Board of Directors adopted and approved an amendment to the Company’s Amended and Restated Compensation Committee Charter to include a provision ensuring that no equity compensation awards granted by the Company are "backdated" as defined therein.

A copy of the Company’s Amended and Restated Compensation Committee Charter is attached hereto as Exhibit 10.98.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The exhibits to this Current Report are listed in the Exhibit Index set forth elsewhere herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Meade Instruments Corp.
July 17, 2007	By:	Paul E. Ross
		Name: Paul E. Ross
		Title: Senior Vice President - Finance and CFO

Exhibit Index

Exhibit No.	Description
10.93	Loan Agreement, dated July11, 2007, by and between Meade Instruments Europe GmbH & Co. KG, a wholly-owned subsidiary of Meade Instruments Corp. and VR-Bank Westmunsterland eG (translated from original German version).
10.94	Form Executive Officer Employment Agreement, entered into as of July 13, 2007, by and between Meade Instruments Corp. and the following executive officers of the Company: Steven L. Muellner, President and Chief Executive Officer; Paul E. Ross, Senior Vice President – Finance and Chief Financial Officer; Robert L. Davis, Senior Vice President – Sales; and Donald W. Finkle, Senior Vice President – Operations.
10.95	Form Performance Share Award Agreement, entered into as of July 13, 2007, by and between Meade Instruments Corp. and the following executive officers of the Company: Steven L. Muellner, President and Chief Executive Officer; Paul E. Ross, Senior Vice President – Finance and Chief Financial Officer; Robert L. Davis, Senior Vice President – Sales; and Donald W. Finkle, Senior Vice President – Operations.
10.96	Code of Ethical Standard and Business Practices, as amended.
10.97	Code of Conduct Guidelines for Members of the Board of Directors, as amended.
10.98	Amended and Restated Compensation Committee Charter, as amended.

EX-10.93

Exhibit 10.93

Loan Agreement, dated as of July 11, 2007, by and between Meade Instruments Europe GmbH & Co. KG, Gutenbergstr. 2, 46414 Rhede (“Meade Europe” or “Borrower”) and VR-Bank Westmunsterland eG, Kupferstrasse 28, 48653 Coesfeld (“Bank”), amending that certain Loan Agreement No. XXX, dated August 18, 2006, by and between Borrower and Bank.

Revolving Loan Amount

The Borrower will receive from the Bank on Account No. XXX an additional revolving loan of:

(i) € 3,500,000.00 resulting in a total loan amount of €5,500,000.00, of which €2,000,000.00 is currently available until further notice, and €3,500,000.00 is available from August 1, 2007 to September 30, 2007; and

(ii) € 7,000,000.00 resulting in a total loan amount of €9,000,000.00, of which € 2,000,000.00 is currently available until further notice, and €7,000,000.00 is available from October 1, 2007 until February 29, 2008.

Intended use

The revolving loan is to finance operating costs. The revolving loan may be used as an overdraft and/or as term money and/or as documentary credit. The Borrower will pay interest on the unused part of the revolving loan of 0.2%.

Condition of Granting Additional Credit Line

The Borrower must receive and document the repayment of the US$2,000,000 loan made to its US parent company (Meade Instruments Corp., a Delaware corporation) no later than July 31, 2007.

Overdraft

The revolving loan will be made available on Account No. XXX. Current interest rate terms are 8.00 % p.a. This rate is variable. If money and capital market conditions change, the Bank may alter this rate per § 315 BGB (German Civil Code). The Borrower will be advised of any interest rate changes. Interest will be invoiced monthly.

Term Loan

The interest rate for the term loan will be the 3-month EURIBOR rate (Euro Interbank Offered Rate) plus 2.00 ^% p.a. The Bank will advise the Borrower of the currently valid rate. Governing basic rate is the EURIBOR rate two banking days before the interest period begins. Interest is due and payable at the end of each interest period.

Documentary credit

Invoicing will be individual per order.

Banker’s order

The Borrower herewith authorizes the Bank to debit all the funds due and payable from to Account No. XXX.

Term

The revolving loan will be available from October 1, 2007 to February 29, 2008. If used as an overdraft this shall not affect daily maturity.

Security

All security due to the Bank secures all current, future and conditional claims of the Bank arising out of the business relationship with the Borrower unless otherwise separately agreed. This applies to all security not listed here that is collateral due to the Bank’s general terms and conditions of business. All other security terms and conditions per clauses 13 and 14 of the general terms and conditions remain unaffected.

Revealing financial circumstances

The Borrower will give the Bank all relevant information — at intervals of less than one year if so requested – and if requested will make all documents available to the Bank that me be necessary for the Bank to audit the Borrower’s income and assets. For this purpose the Borrower will submit their properly and duly audited and certified annual accounts to the Bank within six months of the end of the relevant accounting reference date — in interim form if necessary. The Borrower will also ensure that the Bank receives the annual account of Meade Instruments Corp., a Delaware corporation, within six months of the relevant accounting reference date. Legal and/or financial changes of major importance to the Borrower’s assets or financial circumstances or those of any other person bearing liability will be provided to the Bank without delay by the Borrower.

Termination for important reasons in law

The Bank may terminate the loan without due notice for important reasons in law. One such reason is non-adherence to the duty to reveal financial circumstances. In all other respects clause 19 paragraph 3 of the Bank’s general terms and conditions applies.

Miscellaneous

The Bank is entitled to assign the loan claims and the security rendered or to be rendered either in whole or in part to another bank.

The general terms and conditions of credit per the framework credit agreement, dated August 18, 2006, and the Bank’s general terms and conditions enclosed apply in addition.

Borken,
Borken, MEADE Instruments Europe GmbH & Co. KG
/s/ Helmut Ebbert
VR Bank Westmuensterland eG

/s/ Ralf Rublack

Exhibit 10.94

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of      ,      , by and between Meade Instruments Corp., a Delaware corporation (the “Company”), and      (“Employee”).

WITNESSETH:

WHEREAS, the Company and Employee desire to enter into this Agreement to assure the Company of the continuing and exclusive service of Employee and to set forth the terms and conditions of Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. Term. The Company agrees to employ Employee and Employee hereby accepts such employment, in accordance with the terms of this Agreement, commencing as of the date hereof and continuing in effect until terminated pursuant to Section 5 hereof.

2. Services and Exclusivity of Services. So long as this Agreement shall continue in effect, Employee shall devote Employee’s full business time, energy and ability exclusively to the business, affairs and interests of the Company and matters related thereto, shall use Employee’s best efforts and abilities to promote the Company’s interests and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board of Directors and/or senior management of the Company.

Without the prior express written authorization of the Board, Employee shall not, directly or indirectly, during the term of this Agreement render services to any other person or firm for compensation or engage in any activity competitive with or adverse to the Company’s business. Employee may serve as a director or in any other capacity of any business enterprise or any nonprofit or governmental entity or trade association, provided in each case that such service is approved in advance of such service and in writing by the Board. Notwithstanding the foregoing, Employee may make and manage personal business investments of Employee’s choice and serve in any capacity with any civic, educational or charitable organization without seeking the approval of the Board, provided that such activities and services do not materially interfere or conflict with the performance of the duties hereunder or create any conflict of interest with such duties.

3. Duties and Responsibilities. Employee shall serve as the      of the Company for the duration of this Agreement (subject to changes in title and responsibility not materially inconsistent with the terms and conditions hereof). In the performance of Employee’s duties, Employee shall report directly to the CEO of the Company or such other senior member of management as the Board of Directors may determine appropriate from time to time (“Reporting Person(s)”) and shall be subject to the direction of such Reporting Person(s) and to such limits on Employee’s authority as such Reporting Person(s) may from time to time impose. During the term of this Agreement, Employee shall be based at the Company’s principal executive offices in Orange County, California.

Employee agrees to observe and comply with the rules and regulations of the Company and agrees to carry out and perform orders, directions and policies of the Company and its Board as they may be, from time to time, stated either orally or in writing. The Company agrees that the duties which may be assigned to Employee shall be usual and customary duties of the office(s) or position(s) to which Employee may from time to time be appointed or elected and shall not be inconsistent with the provisions of the charter documents of the Company or applicable law. Employee shall have such corporate power and authority as shall reasonably be required to enable Employee to perform the duties required in any office that may be held.

4. Compensation.

(a) Base Compensation. During the term of this Agreement, the Company agrees to pay Employee a base salary at the rate of $    per year, payable in accordance with the Company practices in effect from time to time (the “Base Salary”).

(b) Other Benefits. Employee shall also be entitled to all rights and benefits for which Employee may otherwise be eligible under any applicable bonus plan (including any Performance Share Award under the Company’s 1997 Stock Incentive Plan), incentive agreement, participation or extra compensation plan, pension plan, profit-sharing plan, life, medical, dental, disability, or insurance plan (including, except as otherwise prohibited therein, the Company’s Employee Stock Ownership Plan) or policy or other plan or benefit that the Company may provide for Employee or (provided Employee is eligible to participate therein) for employees of the Company generally, as from time to time in effect, during the term of this Agreement.

(c) Periodic Review. The Reporting Person(s) may (in such Reporting Person(s)’ discretion) review Employee’s Base Salary and other benefits then being paid to Employee approximately every twelve months. Following such review, the Company may in its discretion modify (but shall not be required to modify) the Base Salary or any other benefits paid to Employee during the term hereof.

(d) Perquisites. Employee shall be entitled to three weeks paid vacation each twelve-month period, which shall accrue on a pro rata basis from the date employment commences under this Agreement. Vacation time will continue to accrue so long as Employee’s total accrued vacation does not exceed six weeks. Should Employee’s accrued vacation time reach six weeks, Employee will cease to accrue additional vacation until Employee’s accrued vacation time falls below this level. All vacation time shall be subject to the plans, policies, programs and practices as in effect generally with respect to other peer employees of the Company.

5. Termination. This Agreement and all obligations hereunder (except the obligations contained in Sections 7, 8, 9, 10, 11 and 12 (Confidential Information, Inventions and Patents, Non-Competition, No Solicitation of Customers, Noninterference with Employees and Assistance in Patent Applications) which shall survive any termination hereunder) shall terminate upon the earliest to occur of any of the following:

(a) Voluntary Termination. Employee’s employment shall terminate upon the voluntary termination by Employee or retirement from the Company in accordance with the normal retirement policies of the Company. In such instance, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the sum of (i) Employee’s annual Base Salary through the date of termination and (ii) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i) and (ii) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law.

(b) Death or Disability of Employee. Employee’s employment shall terminate upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for (i) payment of the sum of the Accrued Obligations, which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law; and (ii) payment to Employee or Employee’s estate or beneficiary, as applicable, of any amount due pursuant to the terms of any applicable benefit plan. For the purposes of this Agreement, disability shall mean the absence of Employee performing Employee’s duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(c) Cause. The Company may terminate Employee’s employment and all of Employee’s rights to receive Base Salary and any other benefits hereunder for Cause. For purposes of this Agreement, the term “Cause” shall be defined as any of the following; provided, however, that the Company must determine the presence of such Cause in good faith:

(i) Willful misconduct by Employee, including, without limitation (A) Employee’s material breach of any duties and responsibilities under this Agreement (other than as a result of incapacity due to Employee’s disability), (B) Employee’s commission of a material act of fraud upon the Company, or (C) Employee’s immoderate use of alcoholic beverages or narcotics or other substance abuse. For purposes of this paragraph, no act or failure to act on the part of Employee shall be considered “willful” unless done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interest of the Company;

(ii) Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved;

(iii) Employee’s willful failure or refusal to perform Employee’s duties or responsibilities under this Agreement or Employee’s violation of any duty of loyalty to the Company or a breach of Employee’s fiduciary duties to the Company; or

(iv) Employee’s intentional or threatened insubordination, intentional or threatened work slow-down, actual or threatened extortion or coercion, or other intentional action or inaction designed to cause harm to the Company or its efficiency or that is counter to the best interests of the Company.

(d) Without Cause. Notwithstanding any other provision of this Section, the Company may terminate Employee’s employment with the Company without cause at any time, but in the event of such termination without cause, Employee shall be entitled to receive payment equal to Employee’s then current monthly Base Salary for a period of 12 months.

In addition to the 12 months of Base Salary set forth above, in the event of a termination under this Section 5(d), Employee shall be entitled to receive an amount equal to (i) one half (1/2) of Employee’s target bonus or incentive compensation plan amount for the fiscal year in which the termination takes place, and (ii) funds equal to the amount of the Company sponsored portion (HMO level) of Employee’s group medical insurance coverage for Employee (and Employee’s spouse and/or family, as in place immediately before notice of the termination (up to HMO level only)), for a period of 12 months as governed by the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”), effective June 1, 2006. In connection with this subsection, the Company will provide Employee with a COBRA notice, which will include the insurance premium rate information for coverage for Employee under COBRA. In order to receive such COBRA benefits, Employee must timely apply for and elect such COBRA benefits. It will be Employee’s responsibility and obligation to pay the applicable COBRA premium for such coverage. The aggregate value of all payments to be made to Employee under this Section 5(d) shall be paid to Employee in 12 equal monthly payments commencing the first month after the termination of this Agreement.

(e) Good Reason. In the event Employee voluntarily terminates Employee’s employment pursuant to Section 5(a) hereof, and such termination is made by Employee for Good Reason (as defined below), then Employee shall be entitled to receive payment equal to and on the same terms and conditions as that paid to Employee under Section 5(d) hereof; provided, however, that before Employee may terminate his or her employment pursuant to this Section 5(e), the Company shall have 30 days after the receipt of written notice by Employee specifying (in reasonable detail) the facts and circumstances for such Good Reason termination and the corrective action Employee believes is required to remedy such action; provided further, that such notice must be delivered in writing to the Reporting Person(s) hereunder no later than 60 days after the initial existence of the facts and circumstances giving rise to Employee’s notice of Good Reason hereunder. For purposes of this Agreement “Good Reason” shall be defined as any of the following:

(i) The material diminution of authority, duties or responsibilities of Employee under this Agreement.

(ii) Any reduction by the Company to Employee’s Base Salary as in effect on the date hereof or as the same may be increased or decreased from time-to-time (to the extent such reduction (as a percent of salary) is not made equally to all employees of a substantially equal level or position); provided, however, that in no event shall the Company be able to reduce Employee’s Base Salary in excess of 10% in any single fiscal year, regardless of whether or not such reduction is made to all Employees of a substantially equal level or position.

(ii) The Company requiring Employee to be based at any office or location which increases the distance from Employee’s home to the office or location by more than 45 miles from the distance in effect at the beginning of the term of this Agreement.

6. Business Expenses. During the term of this Agreement, to the extent that such expenditures satisfy the criteria under the Internal Revenue Code for deductibility by the Company (whether or not fully deductible by the Company) for federal income tax purposes as ordinary and necessary business expenses, the Company shall reimburse Employee promptly for reasonable business expenditures, including travel, entertainment, parking, business meetings, and professional dues, made and substantiated in accordance with the reasonable policies, practices and procedures established from time to time by the Company generally with respect to other peer employees and incurred in the pursuit and furtherance of the Company’s business and goodwill.

7. Confidential Information. Employee acknowledges that the nature of Employee’s engagement by the Company is such that Employee shall have access to information of a confidential nature which has great value to the Company and which constitutes a substantial basis and foundation upon which the business of the Company is based. Such information includes financial, manufacturing and marketing data, techniques, processes, formulas, developmental or experimental work, work in process, methods, trade secrets (including, without limitation, customer lists and lists of customer sources), or any other secret or confidential information relating to the products, services, customers, sales or business affairs of the Company or any of its subsidiaries (the “Confidential Information”). Employee acknowledges that the Confidential Information constitutes trade secrets of the Company. Employee shall keep all such Confidential Information in confidence during the term of this Agreement and at any time thereafter and shall not disclose any of such Confidential Information to any other person, except to the extent such disclosure is (i) necessary to the performance of this Agreement and in furtherance of the Company’s best interests, (ii) required by applicable law, (iii) lawfully obtainable from other sources, or (iv) authorized by the Company. Upon termination of Employee’s employment with the Company, Employee shall deliver to the Company all documents, records, notebooks, work papers, and all similar material containing any of the foregoing information, whether prepared by Employee, the Company or anyone else.

8. Inventions and Patents. Except as may be limited by Section 2870 of the California Labor Code, all inventions, designs, improvements, patents, copyrights and discoveries conceived by Employee during the term of this Agreement which are useful in or directly or indirectly related to the business of the Company or to any experimental work carried on by the Company, shall be the property of the Company. Employee will promptly and fully disclose to the Company all such inventions, designs, improvements, patents, copyrights and discoveries (whether developed individually or with other persons) and shall take all steps necessary and reasonably required to assure the Company’s ownership thereof and to assist the Company in protecting or defending the Company’s proprietary rights therein.

Employee acknowledges hereby receipt of written notice from the Company pursuant to California Labor Code Section 2872 that this Agreement (to the extent it requires an assignment or offer to assign rights to any invention of Employee) does not apply fully to an invention which qualifies fully under California Labor Code Section 2870.

9. Non-Competition. Employee acknowledges that the Confidential Information constitutes trade secrets of the Company, and Employee acknowledges that the following is necessary to protect the Confidential Information: Employee agrees that during the term of Employee’s employment, and for a period of 12 months thereafter, Employee shall not, directly or indirectly, whether as an owner, partner, shareholder, agent, employee, creditor, consultant, or otherwise, promote, participate or engage in any activity or other business competitive with the business of the Company or any of its subsidiaries in any jurisdiction in which the Company or any of its subsidiaries operates at the time of such termination if such activity or other business involves any use by the Employee of any of the Confidential Information.

10. Non-Solicitation of Customers. Employee acknowledges that the Confidential Information constitutes trade secrets of the Company, and Employee acknowledges that the following is necessary to protect the Confidential Information: Employee agrees that for a period of 12 months after the termination of employment with the Company or any of its subsidiaries, Employee will not, on behalf of Employee or on behalf of any other individual, association or entity, call on any of the customers of the Company or any of its subsidiaries for the purpose of soliciting or inducing any of such customers to acquire (or providing to any of such customers) any product or service provided by the Company or any of its subsidiaries, nor will Employee in any way, directly or indirectly, as agent or otherwise, in any other manner solicit, influence or encourage such customers to take away or to divert or direct their business to Employee or any other person or entity by or with which Employee is employed, associated, affiliated or otherwise related.

11. Noninterference with Employees. Employee acknowledges that the Confidential Information constitutes trade secrets of the Company, and Employee acknowledges that the following is necessary to protect the Confidential Information: Employee agrees that during the term hereof and for a period of 12 months thereafter, Employee will not, directly or indirectly, solicit any employee of the Company or any of its subsidiaries to leave such employment.

12. Assistance in Patent Applications. Employee agrees to assist the Company in obtaining United States or foreign letters patent and copyright registrations covering inventions assigned hereunder to the Company and that Employee’s obligation to assist the Company shall continue beyond the termination of Employee’s employment but the Company shall compensate Employee at a reasonable rate for time actually spent by Employee at the Company’s request with respect to such assistance. If the Company is unable because of Employee’s mental or physical incapacity or for any other reason to secure Employee’s signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions assigned to the Company, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact to act for and in Employee’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Employee. Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or hereafter may have for infringement of any patent or copyright resulting from any such application for letters patent or copyright registrations assigned hereunder to the Company. Employee will further assist the Company in every way to enforce any copyrights or patents obtained including, without limitation, testifying in any suit or proceeding involving any of the copyrights or patents or executing any documents deemed necessary by the Company, all without further consideration but at the expense of the Company. If Employee is called upon to render such assistance after the termination of Employee’s employment, then Employee shall be entitled to a fair and reasonable per diem fee in addition to reimbursement of any expenses incurred at the request of the Company.

13. Indemnity. In addition to any other separate agreement with the Company concerning indemnification, to the fullest extent permitted by applicable law and the bylaws of the Company, as from time to time in effect, the Company shall indemnify Employee and hold Employee harmless for any acts or decisions made in good faith while performing services for the Company, and the Company shall use its best efforts to obtain coverage for Employee (provided the same may be obtained at reasonable cost) under any liability insurance policy or policies now in force or hereafter obtained during the term of this Agreement that cover other officers of the Company having comparable or lesser status and responsibility. To the same extent, the Company will pay and, subject to any legal limitations, advance all expenses, including reasonable attorneys’ fees and costs of court approved settlements, actually and necessarily incurred by Employee in connection with the defense of any action, suit or proceeding and in connection with any appeal thereon, which has been brought against Employee by reason of Employee’s service as an officer or agent of the Company.

14. Remedies. The parties hereto agree that the services to be rendered by Employee pursuant to this Agreement, and the rights and privileges granted to the Company pursuant to this Agreement, are of a special, unique, extraordinary and intellectual character, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law, and that a breach by Employee of any of the terms of this Agreement will cause the Company great and irreparable injury and damage. Employee hereby expressly agrees that the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach of this Agreement by Employee. This Section shall not be construed as a waiver of any other rights or remedies which the Company may have for damages or otherwise.

15. Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

16. Succession. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires the stock of the Company or to which the Company assigns this Agreement by operation of law or otherwise. The obligations and duties of Employee hereunder are personal and otherwise not assignable.

17. Notices. Any notice or other communication provided for in this Agreement shall be in writing and sent if to the Company to its principal executive office at:

Meade Instruments Corp.

6001 Oak Canyon

Irvine, California 92618

Phone: (949) 451-1450; Facsimile: (949) 451-1460

Attention: President

or at such other address as the Company may from time to time in writing designate, and if to Employee at such address as Employee may from time to time in writing designate. Each such notice or other communication shall be effective (i) if given by telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section and a verification of receipt is received, (ii) if given by mail, three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when actually delivered at such address.

18. Entire Agreement. This Agreement contains the entire agreement and final understanding of the parties relating to the subject matters hereof and shall supersede and replace any prior agreements (including, without limitation, any prior employment agreements), undertakings, negotiations, commitments, and practices relating to Employee’s employment with the Company, whether written or oral. Except as contained herein, any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. This Agreement is an integrated agreement.

19. Amendments. No amendment or modification of the terms of this Agreement shall be valid unless made in writing and duly executed by both parties.

20. Waiver. No failure on the part of any party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.

21. Governing Law. This Agreement, and the legal relations between the parties, shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law doctrines All actions or proceedings under or relating to this Agreement will be resolved in a state or federal court located in Orange County, California; provided, however, that in the Company’s discretion, such an action may be heard in some other place designated by it if necessary to acquire jurisdiction over third persons so that the dispute can be resolved in one action. Each party hereby (i) agrees to submit to the exclusive jurisdiction of the federal and state courts located in Orange County, California, (ii) agrees to appear in any such action, (iii) consents to the exclusive jurisdiction of such courts and (iv) waives any objections it might have as to exclusive venue in any such court. Service of process may be made in any action, suit or proceeding by mailing or delivering a copy of such process to a party at its address and in the manner set forth in the Notice Section contained herein.

22. Waiver of Jury Trial.

THE COMPANY AND EMPLOYEE HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE EMPLOYMENT RELATIONSHIP BETWEEN THEM OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR SUCH RELATIONSHIP. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court or that relate to the subject matter of this Agreement, including without limitation, contract claims, tort claims, breach of duty claims, wrongful termination claims, claims for discharge in violation of public policy, claims of discrimination and all other common law and statutory claims, to the maximum extent permitted by law. The Company and Employee each acknowledge that this waiver is a material inducement to enter into this Agreement, that each has already relied on the waiver in entering into this Agreement, and that each will continue to rely on the waiver in their related future dealings. THE COMPANY AND EMPLOYEE FURTHER WARRANT AND REPRESENT THAT EACH HAS HAD AN OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING SUCH OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT MODIFICATIONS TO OR EXTENSIONS OF THIS AGREEMENT. In the event of arbitration or litigation, this Agreement may be filed as a written consent to arbitration or to a trial by the court.

23. Arbitration. As a material inducement to enter into this Agreement, Employee and the Company each hereby agree that any “Claims” or “Controversies” (as defined below) arising out of or in respect to this Agreement (or its validity, interpretation or enforcement), or Employee’s employment or termination, that Employee may have against the Company or it officers, directors, employees, or agents, in their capacity as such, or that the Company may have against Employee, shall be resolved solely through binding arbitration. Employee and the Company each hereby acknowledge that this agreement to arbitrate means that Employee and the Company are relinquishing his/her/its rights to either a jury trial or court trial for the resolution of any claims that Employee and the Company may have against the other.

“Claims” or “Controversies” arising out of this Agreement or Employee’s employment or termination means and includes all claims for breach of this Agreement, harassment and/or discrimination (including sexual harassment and harassment or discrimination based on race, color, religion, age, sex, sexual orientation, ancestry, national origin, marital status, military service, pregnancy, physical or mental disability, medical condition or any other protected class or condition), breach of any contract or covenant (express or implied), tort claims, wrongful termination, whistle-blowing and all other claims relating to this Agreement or Employee’s employment or termination, except that claims covered by the Workers’ Compensation Act and claims for unemployment benefits are not covered by this agreement to arbitrate.

All Claims or Controversies shall be submitted to a single neutral arbitrator. The arbitration shall take place in Orange County, California, unless otherwise mutually agreed. The arbitrator shall be mutually agreed-upon by Employee and the Company. If Employee and the Company cannot agree upon an arbitrator, the selection process shall be governed by the employment arbitration rules and procedures of the American Arbitration Association (“AAA”). Regardless of the arbitrator chosen, the arbitration proceedings shall be governed by the then current AAA procedural rules, except that if a contrary rule exists: (1) all monetary or provisional remedies available under applicable state or federal statutory law or common law will remain available to both parties; (2) except as mutually agreed upon by the parties, there will be no limitation on discovery beyond that which exists in cases litigated in Orange County Superior Court; and (3) the California Rules of Evidence shall apply to the arbitration hearing. In connection with any arbitration proceeding commenced hereby, the prevailing party shall be entitled to reimbursement of its reasonable attorney’s fees and costs, including arbitrator fees. This agreement to arbitrate and arbitration procedure is intended to be the exclusive method of resolving all Claims or Controversies as described above between Employee and the Company and judgment upon the award rendered by the arbitrator hereunder may be entered in any court having jurisdiction thereof.

24. Withholding. All compensation payable hereunder, including salary and other benefits, shall be subject to applicable taxes, withholding and other required, normal or elected employee deductions.

25. Counterparts. This Agreement and any amendment hereto may be executed in one or more counterparts. All of such counterparts shall constitute one and the same agreement and shall become effective when a copy signed by each party has been delivered to the other party.

26. Headings. Section and other headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

27. Drafting. The parties hereto each hereby waives the benefit of any statute or rule of law or judicial decision, which would otherwise require that the provisions of this Agreement be construed or interpreted most strongly against the party responsible for the drafting thereof.

28. Compliance with Section 409A. The Company and Employee each acknowledge and agree that it is intended that any amounts payable hereunder as well as the Company’s and Employee’s exercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Internal Revenue Code, as amended (including the Treasury regulations and other published guidance relating thereto) (“Section 409A”) so as not to subject Employee to payment of any interest or additional tax imposed under Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Section 409A, this Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MEADE INSTRUMENTS CORP.

By:      

Its:      

EMPLOYEE

[name]

[address]

Exhibit 10.95

MEADE INSTRUMENTS CORP.

1997 STOCK INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is entered into by and between Meade Instruments Corp., a Delaware corporation (the “Company”), and       (“Employee”), as part of the Company’s Fiscal Year 2008 Compensation Program.

BACKGROUND

WHEREAS, the Company has adopted and the stockholders of the Company have approved the Meade Instruments Corp. 1997 Stock Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Section 5.1 of the Plan, the Company, upon approval of the Committee, has granted a Performance Share Award (the “Award”) to Employee upon the terms and conditions evidenced hereby, as required by the Plan; and

WHEREAS, the Award has been granted to Employee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to Employee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties agree as follows:

1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

2. Grant of Incentive Award. This Agreement evidences the Company’s grant to Employee, subject to the terms and conditions hereof and of the Plan, of the Award with respect to the 2008 fiscal year (the “Plan Year”). The benefits with respect to the Award will be calculated pursuant to the Plan based upon the achievement of the performance objectives set forth below. The target amount of Employee’s bonus will be equal to      % of Employee’s base salary, prorated if Employee was not employed by the Company for the entire Plan Year (the “Target Bonus Amount”). The minimum bonus amount Employee may be entitled to receive is 0 (the “Minimum Bonus Amount”), and the maximum bonus amount Employee may be entitled to receive is two times (2X) the Target Bonus Amount (the “Maximum Bonus Amount”).

3. Personal Objectives. Employee shall have certain Personal Objectives to be achieved during the Plan Year as set forth on Exhibit A attached hereto (the “Personal Objectives”). To the extent Employee has satisfied some or all of such Personal Objectives (the determination of which shall be made in good faith by the Company in a commercially reasonable and prompt manner after the end of the Plan Year), Employee will receive an Employee Performance Rating. Such Employee Performance Rating shall be expressed as an overall percentage for all Personal Objectives in the aggregate.

4. Company Performance Objectives. The Company shall have certain performance objectives which shall be determined by referring to the table set forth on Exhibit B attached hereto. Such table sets forth the Company’s Target Operating Income (calculated in accordance with generally accepted accounting principles applied on a consistent basis and consistent with the Company’s Operating Plan for the Plan Year) and the Company’s corresponding Performance Percentages against such Target Operating Income amounts (as set forth in the table).  For purposes of this Agreement, the Company’s Operating Income is defined as Operating Profit for the Plan Year exclusive of ESOP expense and exclusive of any bonus expense. In addition, in calculating the Company’s Operating Income for the Plan Year, to the extent there are any non-recurring or one-time expenses incurred by the Company during the Plan Year which would otherwise be included in the calculation of Operating Income, such non-recurring or one-time expenses may be eliminated from the calculation of Operating Income at the determination of the Compensation Committee of the Board of Directors of the Company (such determination to be made in good faith).

5. Calculation of Award Amount. The aggregate Award amount Employee may receive pursuant hereto shall be calculated as follows: (i) the Company Performance Percentage multiplied by (ii) Employee’s Target Bonus Amount (such product shall be referred to herein as the “Company Bonus Amount”) multiplied by (iii) Employee’s Performance Rating; provided, however, that in no event shall Employee be entitled to received an Award amount in excess of the Company Bonus Amount for the Plan Year. If the Company’s Operating Income exceeds or is less than the Target Operating Income then the Company Bonus Amount will be increased or decreased in a pro-rata amount pursuant to the Company Performance Percentage set forth on Exhibit B. (Also see Exhibit A for bonus calculation examples.)

4. Restrictions on Transfer. The Award, and any interest thereon or amount payable in respect thereof, is generally nontransferable as provided in the Plan.

5. Conditions; Adjustment. Any Award hereunder is subject to all of the conditions set forth in the Plan. The Award (including, but not limited to the Personal Objectives and the Company Performance Percentage) is subject to adjustment as contemplated by the Plan.

6. Continuance of Employment. Notwithstanding any commitment of Employee to remain in the service or employ of the Company (or any affiliate), the Award shall not confer upon Employee any new or different right with respect to the continuation of Employee’s service or employment by the Company (or any affiliate) or alter or interfere in any way with the right of the Company (or any affiliate) to terminate such service or employment or to change the compensation of Employee or other terms of Employee’s service or employment, or otherwise affect any of the terms or conditions of Employee’s separate written employment agreement (if applicable), except as expressly provided hereunder. In order for Employee to be eligible to receive any payment hereunder, Employee must be employed by the Company through the end of the Plan Year. If for any reason Employee’s employment terminates prior to the end of the Plan Year, Employee will not be eligible to receive any payment hereunder.

7. Manner and Timing of Payment; Withholding Tax. Subject to any changes imposed by or allowed under the provisions of the Plan, benefits with respect to the Award shall be paid pursuant to the Plan. Payment shall be made as soon as the Company is able to confirm the amounts to be paid hereunder for the Plan Year, but in no event shall payment be made later than 105 days after the end of the Plan Year. Employee agrees to pay or provide for payment of all applicable withholding taxes in accordance with the Plan.

8. Amendment. This Agreement may only be amended in writing by an instrument signed by both parties.

9. Governing Law. This Agreement, and the legal relations between the parties, shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law doctrines All actions or proceedings under or relating to this Agreement will be resolved in a state or federal court located in Orange County, California; provided, however, that in the Company’s discretion, such an action may be heard in some other place designated by it if necessary to acquire jurisdiction over third persons so that the dispute can be resolved in one action. Each party hereby (i) agrees to submit to the exclusive jurisdiction of the federal and state courts located in Orange County, California, (ii) agrees to appear in any such action, (iii) consents to the exclusive jurisdiction of such courts, and (iv) waives any objections it might have as to exclusive venue in any such court.

10. Waiver of Jury Trial. THE COMPANY AND EMPLOYEE HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE EMPLOYMENT RELATIONSHIP BETWEEN THEM OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR SUCH RELATIONSHIP. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court or that relate to the subject matter of this Agreement, including without limitation, contract claims, tort claims, breach of duty claims, wrongful termination claims, claims for discharge in violation of public policy, claims of discrimination and all other common law and statutory claims, to the maximum extent permitted by law. The Company and Employee each acknowledge that this waiver is a material inducement to enter into this Agreement, that each has already relied on the waiver in entering into this Agreement, and that each will continue to rely on the waiver in their related future dealings. THE COMPANY AND EMPLOYEE FURTHER WARRANT AND REPRESENT THAT EACH HAS HAD AN OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING SUCH OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT MODIFICATIONS TO OR EXTENSIONS OF THIS AGREEMENT. In the event of arbitration or litigation, this Agreement may be filed as a written consent to arbitration or to a trial by the court.

11. Arbitration. As a material inducement to enter into this Agreement, Employee and the Company each hereby agree that any “Claims” or “Controversies” (as defined below) arising out of or in respect to this Agreement (or its validity, interpretation or enforcement), or Employee’s employment or termination, that Employee may have against the Company or its officers, directors, employees, or agents, in their capacity as such, or that the Company may have against Employee, shall be resolved solely through binding arbitration. Employee and the Company each hereby acknowledge that this agreement to arbitrate means that Employee and the Company are relinquishing his/her/its rights to either a jury trial or court trial for the resolution of any claims that Employee and the Company may have against the other. “Claims” or “Controversies” arising out of this Agreement or Employee’s employment or termination means and includes all claims for breach of this Agreement, harassment and/or discrimination (including sexual harassment and harassment or discrimination based on race, color, religion, age, sex, sexual orientation, ancestry, national origin, marital status, military service, pregnancy, physical or mental disability, medical condition or any other protected class or condition), breach of any contract or covenant (express or implied), tort claims, wrongful termination, whistle-blowing and all other claims relating to this Agreement or Employee’s employment or termination, except that claims covered by the Workers’ Compensation Act and claims for unemployment benefits are not covered by this agreement to arbitrate. All Claims or Controversies shall be submitted to a single neutral arbitrator. The arbitration shall take place in Orange County, California, unless otherwise mutually agreed. The arbitrator shall be mutually agreed-upon by Employee and the Company. If Employee and the Company cannot agree upon an arbitrator, the selection process shall be governed by the employment arbitration rules and procedures of the American Arbitration Association (“AAA”). Regardless of the arbitrator chosen, the arbitration proceedings shall be governed by the then current AAA procedural rules, except that if a contrary rule exists: (1) all monetary or provisional remedies available under applicable state or federal statutory law or common law will remain available to both parties, (2) except as mutually agreed upon by the parties, there will be no limitation on discovery beyond that which exists in cases litigated in Orange County Superior Court and (3) the California Rules of Evidence shall apply to the arbitration hearing. In connection with any arbitration proceeding commenced hereby, the prevailing party shall be entitled to reimbursement of its reasonable attorney’s fees and costs, including arbitrator fees. This agreement to arbitrate and arbitration procedure is intended to be the exclusive method of resolving all Claims or Controversies as described above between Employee and the Company and judgment upon the award rendered by the arbitrator hereunder may be entered in any court having jurisdiction thereof.

12. General Terms. The Award and any payment in respect thereof are subject to, and the Company and Employee agree to be bound by, the provisions of the Plan that apply to the Award. Such provisions are incorporated herein by this reference. Employee acknowledges receiving a copy of the Plan and reading and understanding its applicable provisions.

13. Compliance with Section 409A. The Company and Employee each acknowledge and agree that it is intended that any amounts payable hereunder as well as the Company’s and Employee’s exercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Internal Revenue Code, as amended (including the Treasury regulations and other published guidance relating thereto) (“Section 409A”) so as not to subject Employee to payment of any interest or additional tax imposed under Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Section 409A, this Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above.

MEADE INSTRUMENTS CORP., a Delaware corporation	EMPLOYEE, an individual
By       Title	Name       Address

EXHIBIT A

Personal Objectives

1.

2.

3.

4.

5.

To the extent Employee has satisfied some or all of the above Personal Objectives (the determination of which shall be made in good faith by the Company in a commercially reasonable and prompt manner after the end of the Plan Year), Employee will receive an Employee Performance Rating. Such Employee Performance Rating shall be expressed as an overall percentage for all Personal Objectives in the aggregate.

The following in an example bonus calculation:

Employee’s base salary is $100,000. Employee’s Target Bonus Amount is 10%. The Company’s Operating Income for the Plan Year is $     resulting in a Company Performance Percentage of 120%. Employee’s Performance Rating is determined to be 85%. Employee’s bonus would be calculated as follows: $100,000 base salary multiplied by Employee’s Target Bonus Amount of 10% = $10,000; multiplied by the Company Performance Percentage of 120% = $12,000; multiplied by the Employee’s Performance Rating of 85% = $10,200. In no event will Employee be entitled to a bonus in excess of the Maximum Bonus Amount.

EXHIBIT B

Company Performance Percentage

Plan Year Operating Income Company Performance Percentage

$     
$     
$     
$     
$     
$     
$     
$      0%
50%
100%
120%
140%
160%
180%
200%

Exhibit 10.96

CODE OF ETHICAL STANDARDS AND BUSINESS PRACTICES

I. Introduction

Meade has prepared the following Code of Ethical Standards and Business Practices (“Code of Conduct”) to reaffirm the policies and business practices that apply throughout the Company, including all subsidiaries and divisions. Every employee of the Company, including each executive and financial officer, has an obligation to abide by this Code of Conduct. This Code of Conduct reaffirms the Company’s commitment to the highest levels of business and ethical practices. The Company requires its employees to exhibit a high degree of personal and professional integrity at all times and to exercise sound and independent business judgment. In addition to the Code of Conduct, all employees shall be subject to all applicable Company policies and procedures as such are defined for each specific Company facility or in the specific facility’s Employee Manual, if applicable. Noncompliance with any part of this Code of Conduct is sufficient grounds for disciplinary action, up to and including termination.

II. Ethics Review Team and Audit Committee Matters

A. Ethics Review Team. To ensure that employees fully understand the Code of Conduct and have an opportunity to discuss issues and concerns arising from the Code, the Company has created a Company Ethics Review Team at its office in Irvine, California. The Company Ethics Review Team will consult in a confidential manner (to the extent practicable) on specific issues and on matters of policy. The Team consists of the Company’s Legal Department, the Chief Financial Officer and the Controller. Employees can approach any member of the Ethics Review Team with questions or concerns regarding this Code of Conduct. Any good faith communications of violations of the Code will be kept confidential to the extent practicable.

B. Audit Committee Matters. Anyone who has a concern about the Company’s accounting, internal accounting controls, auditing matters or matters concerning the rules and regulations of the Securities and Exchange Commission (“SEC”), may communicate that concern directly to the Audit Committee through the Company Corporate Governance Hotline at (800) 541-4708. This hotline is accessible 24 hours a day, 7 days a week, 365 days a year. Communications about these matters may be confidential or anonymous. The call will be digitally recorded and routed to members of the Audit Committee via email or transcript. The status of all outstanding concerns addressed to the Audit Committee will be reported to the full Board of Directors on a periodic basis. The Audit Committee may direct special treatment, including the retention of outside advisors or counsel, for any concern addressed to them, as deemed appropriate. No retaliation or adverse action will be taken against anyone for raising or helping to resolve an integrity concern. Employees with questions or concerns that are not related to accounting, internal accounting controls, auditing matters or SEC rules or regulations should contact a member of the Ethics Review Team.

III. Professional Conduct

A. Compliance with Laws: Employees of the Company shall conduct their business affairs in accordance with applicable laws in which the Company does business and shall observe the highest standards of business ethics. The use of Company funds, services or assets for any unlawful or improper purpose is strictly prohibited. No employee shall engage in purchasing privileges or special benefits on behalf of the Company through the payment of bribes, gratuities or other forms of payoff. No employee shall accept payments or other benefits from any party in violation of any law or in violation of this Code of Conduct.

B. Dealings with Vendors/Suppliers:

1. Gifts: It is improper and against Company policy to solicit, offer, or accept, directly or indirectly, any tip, gift, favor, loan, or other item of significant monetary value in order to influence a business decision or receive any financial enrichment beyond normal compensation provided by Meade. Business meals are considered an acceptable practice provided the nature and amount of such meals is not material. If an individual presses an employee to accept a gift, the employee should thank that individual, but explain the Company’s policy regarding the acceptance of gifts. If, however, it would be discourteous to not accept a gift, then the employee shall accept the gift on behalf of the Company and immediately turn over the gift to his or her supervisor, as Company property, for distribution as determined appropriate by Company management.

2. Selection of Vendors/Suppliers: Wherever practicable, Vendors/Suppliers shall be selected by fair and open competitive bids. The selection of a Vendor/Supplier must be based on quality, need, performance and cost. All purchases from Vendors/ Suppliers shall be in accordance with the Company’s purchasing policies. In dealing with Vendors/Suppliers, it is the responsibility of all employees to promote the best interests of the Company, within legal limits, through aggressive attention to opportunities and the obtaining of fair terms and treatment for the Company.

3. Improper Influence: Gifts or entertainment provided by Vendors/Suppliers shall not be accepted in exchange for Company resources and/or merchandise. No gifts or entertainment shall be accepted with the understanding that the provider shall receive or continue to receive business from the Company. Vendors/Suppliers shall not be selected based upon the gift giving and/or entertainment practices of the Vendor/Supplier.

C. Conflicts of Interest:

1. Definition: A conflict of interest exists in any situation in which the Company has an interest and the interest (personal or financial) of an employee is or may also be involved. A conflict of interest is deemed to exist whenever an employee is in a position, as a result of the nature or responsibilities of his or her employment with the Company, to further any personal or financial interest of the employee or a member of the employee’s family. Any situation which may be construed to be a conflict of interest should be avoided. If an employee believes he/she or another employee is involved in a conflict of interest or a potential conflict of interest, the employee must consult with a member of the Ethics Review Team who shall have authority to approve or disapprove of any such conflict of interest or potential conflict of interest.

2. Examples: Set forth below are four areas where conflicts may arise, although these examples are not a comprehensive list of possible conflicts of interest.

(i) Outside Business Activities/Interests: Acting as a director, officer, consultant, agent, employee or in some other capacity for a person or firm with whom the Company does business or with any competitor of the Company may constitute a conflict of interest. Family businesses or other businesses in which an employee participates as an owner, a partner, director, officer, employee, consultant or shareholder and which may create a conflict of interest and/or may interfere with the employee’s duties to the Company must be disclosed in writing to the Ethics Review Team. The Ethics Review Team shall determine whether or not an outside business activity of interest creates a conflict of interest and/or interferes with the employee’s job.

(ii) Investing in Vendors/Suppliers: No employee shall invest in any security (stocks, bonds, options, short sales, etc.) or lend money or otherwise invest in a Vendor/Supplier, its parent company, or any subsidiaries, unless the aggregate of the amount invested constitutes not more than one percent (1%) of the outstanding debt or equity of the Vendor/Supplier.

(iii) Buying Merchandise and Other Tangible Property or Obtaining Services from Vendors/Suppliers for Personal Use: Employees may not purchase for their or another’s personal use products/services from Vendors/Suppliers at a price which is less than the normal price at which such product/service is sold by the Vendor/Supplier to persons not affiliated with customers of the Vendor/Supplier without the prior consent of the Ethics Review Team. Such purchases are discouraged. The request for any such purchases must be detailed in writing to the Ethics Review Team prior to ordering or receiving the products/services.

D. Outside Employment: Outside employment may create a conflict of interest and/or may interfere with the employee’s duties to the Company. All employees should be highly sensitive to the potential for conflict and/or interference if they accept outside employment.

E. Public Filings and Communications: It is Meade’s policy to provide full, fair, accurate, timely and understandable disclosure in all reports that it files with, or submits to, the SEC, as well as in all of its other public communications. It is the responsibility of all personnel involved in or responsible for the preparation of such reports and communications, including the Company’s executive and financial officers, to use their best good faith efforts to ensure that all reports and communications meet the above standards. In addition, anyone who becomes aware of any material misstatement or omission in the Company’s filings or other outside communications should contact the Ethics Review Team or the Company Corporate Governance Hotline as discussed in Section II B above. In addition, in connection with its public communications, the Company is required to comply with a rule under the federal securities laws referred to as Regulation FD (which stands for “fair disclosure”). Regulation FD provides that, when the Company discloses material, non-public information about the Company to securities market professionals or any shareholder (where it is reasonably foreseeable that the shareholders will trade on the information), it must also disclose the information to the public. Employees who receive inquiries about the Company or its securities from securities analysts, reporters, investors, potential investors or others should decline to comment. Employees should direct all inquiries from such persons to the Chief Financial Officer. All media inquires should be directed to the Investor Relations Department.

F. Accurate Records: All assets, liabilities, expenses and transactions shall be recorded in the Company’s regular books of account in accordance with Generally Accepted Accounting Principles consistently applied. No undisclosed or unrecorded fund or asset of the Company, its subsidiaries, or affiliates shall be established or maintained for any purpose. Documentation of all business transactions shall describe the pertinent events. No false or artificial entries shall be made in the books and records of the Company for any reason. No payment shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the applicable document.

G. Payments to Government Personnel: No payment shall be made directly or indirectly to influence or obtain favorable action by a government agency, anyone in public office or any candidate for public office. This policy is not intended to prohibit limited political contributions (such as attending political fund raisers). However, in cases of promotional activity or political contributions, care should be exercised so that no action by a Company employee is perceived as an attempt to influence government decisions in matters affecting the Company. Any personal contribution to any political candidate, party or organization shall not be represented as a contribution from the Company.

H. Commercial Bribery: No employee or agent of the Company shall engage in soliciting, receiving, or accepting, directly or indirectly, any bribe, kickback or other inappropriate payment or benefit from any employee or agent of any current or prospective Company vendor, supplier, landlord, lessee, competitor, or other person or entity in respect of any matter related to the Company.

I. Equity Compensation Award Guidelines: All equity compensation awards granted to any employee, officer, director or consultant of the Company shall be in compliance with the Company’s Equity Compensation Award Guidelines, including, without limitation, ensuring that no equity compensation awards granted by the Company are “backdated” which shall be defined as setting an equity compensation award grant date or exercise price with hindsight for the purpose of improperly achieving a lower grant price.

J. Honesty: Each employee must ensure that the highest level of honesty and integrity is maintained in the exercise of the employee’s daily responsibilities. Examples of conduct that are considered to violate this standard include, but are not limited to:

• Knowingly issuing or approving a report or document containing incorrect or misstated data;

• Knowingly making false or inaccurate entries in the books and/or records of the Company;

• Knowingly making or authorizing any payment by the Company with the intention or understanding that all or any part of the payment is to be used for any purpose other than that described by the documents supporting the payment;

• Knowingly misstating inventory, accounts payable, cash capital expenditures or any balance sheet account;

• Knowingly misstating or omitting to state to the employee’s supervisor information material to the business of the Company or the supervisor’s understanding of the same;

• Knowingly making false or misleading statements, written or oral, to any supervisor, internal or external accountant or auditor with respect to the Company’s books and records, financial statements or documents filed with the SEC;

• Deliberate disregard for policies or procedures in order to improve a result regardless of whether or not the effect is positive or negative upon the Company.

Obviously, all situations cannot be covered by a policy statement. Good judgment coupled with a high sense of personal integrity is the best policy. Where situations arise that appear “uncertain”, the employee should consult with the Ethics Review Team for guidance.

IV. Employment Matters

A. Standards of Conduct: Meade strives to maintain a positive work environment. To achieve this goal the Company encourages courteous and respectful behavior, responsible attitude toward work and respect for other employees, customers, vendors and Company property. Meade expects all employees to observe a reasonable standard of job performance and good conduct. Unless otherwise set forth in writing, all employees at Meade are employed on an at-will basis. Either the employee or the Company may terminate the employment relationship at any time, with or without cause and with or without prior notice. The Company reserves the right to terminate any employment relationship, to demote, or to otherwise discipline an employee without resort to any progressive disciplinary procedures.

B. Independent Contractors: Employees shall not be hired, retained or used as independent contractors by the Company without the prior written approval of both their supervisor and the Company’s Ethics Review Team. Employees whose services are needed beyond the scope or time of employment should be used on an overtime or equivalent basis.

C. Employment of Relatives: The employment of relatives in the same area of an organization may cause serious conflicts and problems with favoritism and employee morale. In addition to claims of favoritism at work, personal conflicts from outside the work environment can be carried into day-to-day working relationships. Relatives of persons currently employed by Meade may be hired only if they will not be working directly for, supervising, or working in the same department as, a relative. Meade employees cannot be transferred into such a reporting relationship. In other cases where a conflict or the potential for conflict arises, even if there is no supervisory relationship involved, the parties may be separated by reassignment or termination from employment. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage.

D. Consultants: Agreements by the Company with consultants, agents, and representatives shall clearly set forth the actual services to be performed, the basis for earning the fee involved and all other terms and conditions. Payments must be reasonable in amount and bear a reasonable relationship to the value of the services rendered. No employee shall knowingly permit any consultant, agent and representative to take actions on behalf of the Company that would be in violation of this Code of Conduct.

E. Non Solicitation: Solicitation or distribution in any way connected with the sale of any goods or services for profit is strictly prohibited anywhere on Company property at any time. Similarly, solicitation or distribution of literature for any purpose by non-employees is strictly prohibited on Company property at any time. The Company has bulletin boards located throughout the facility for the purpose of communication with employees. Postings on these boards are limited to Company-related material including statutory legal notices, safety and disciplinary rules, Company policies, memos of general interest relating to the Company, local operating rules, and other similar items. All postings require the prior approval of the Human Resources Department or an Executive Officer of the Company. No postings will be permitted for any other purpose. Employees may distribute or circulate non-Company written materials only during non-working time and only in non-work areas. If unclear whether an area is a work or non-work area, employees should consult the Human Resources Department for clarification.

F. Harassment: Meade is committed to providing a work environment that is free of harassment of any kind. In order to maintain this commitment, the Company has a strict policy prohibiting harassment of any kind, including, without limitation, sexual harassment (please see the Company’s Employee Manual for a more complete definition of harassment). Any employee who believes he/she has been harassed by a co-worker, supervisor/manager, vendor, supplier or customer should promptly report the facts of the incident, and the names of the individuals involved, to his/her supervisor or, depending on the circumstances, directly to the Human Resources Department who will investigate all such claims and take appropriate corrective action. An employee can make this report without fear of retaliation. The Company has taken in the past, and will continue to take, prompt and necessary steps to investigate and, where appropriate, correct any situation involving harassment of any kind.

G. Equal Employment Opportunity: Meade has a policy of ensuring that all employees and potential employees are considered for all positions on the basis of their qualifications and abilities. Additionally, the Company does not discriminate in any way in regard to race, color, sex, religion, pregnancy, ancestry, age, national origin, citizenship status, veteran status, sexual orientation, marital status or physical or mental disability.

V. ANTITRUST LAWS

This Code of Conduct is not intended as a comprehensive review of the antitrust laws, and is not a substitute for expert advice. If any employee has questions concerning a specific situation, he or she should contact the Ethics Review Team or Legal Department before taking action.

The federal government, most state governments, the European Economic Community and many foreign governments have enacted antitrust or “competition” laws. These laws prohibit “restraints of trade”, which is certain conduct involving competitors, customers or suppliers in the marketplace. Their purpose is to ensure that markets for goods and services operate competitively and efficiently, so that customers enjoy the benefit of open competition among their suppliers and sellers similarly benefit from competition among their purchasers. In the United States and some other jurisdictions, violations of the antitrust laws can lead to substantial civil liability – triple the actual economic damages to a plaintiff. Moreover, violations of the antitrust laws are often treated as criminal acts that can result in felony convictions of both corporations and individuals.

Strict compliance with antitrust and competition laws around the world is essential. These laws are very complex. Some types of conduct are always illegal under the antitrust laws of the Untied States and many other countries. Employees and other representatives of the Company must be alert to avoid such conduct. Examples include:

A. Agreements with Competitors:

• to set prices or any other economic terms of the sale, purchase or license of goods or services;

• on any terms of a bid or whether or not to bid;

• to allocate or limit customers, geographic territories, products or services, or not to solicit business from each other; and

• to limit production volume or research and development, to refrain from certain types of selling or marketing of goods or services, or to limit or standardize the features of products or services.

B. Illegal Agreements with Customers or Licensees related to Minimum Resale Prices of the Company’s Goods or Services:

Other activities are not absolutely illegal, but will be legal in some market situations and illegal in others. Some of these types of conduct involve agreements with third parties such as competitors, customers, suppliers, licensees or licensors. Others involve unilateral actions that may result in claims that the Company has monopolized or attempted to monopolize a market. Care should be taken to avoid any illegal or unethical actions related to such activities. Examples of these types of conduct are described below:

• “Predatory” pricing, or pricing below some level of cost, with the intention to drive out competition from the market;

• Reciprocal purchase agreements that condition the purchase of a product on the seller’s agreement to buy products from the other party;

• “Tying” arrangements, in which a seller conditions its agreement to sell a product or service that the buyer wants on the buyer’s agreement to purchase a second product that the buyer would prefer not to buy or to buy elsewhere on better terms;

• “Bundling” or market share discounts in which the final price depends on the customer’s purchase of multiple products or on allocating a specified percentage of its total purchases to the Company’s products; and

• “Price discrimination,” or selling to different purchasers of the Company’s products at different prices or on other different economic terms of the purchase, or offering different promotional allowances or services in connection with the customer’s resale of the products, without complying with the specific exceptions permitted under the law.

VI. INTERNATIONAL OPERATIONS

Laws and customs vary throughout the world, but all employees must uphold the integrity of the Company in other nations as diligently as they would do so in the United States. When conducting business in other countries, it is imperative that employees be sensitive to foreign legal requirements and United States laws that apply to foreign operations, including the Foreign Corrupt Practices Act. The Foreign Corrupt Practices Act generally makes it unlawful to give anything of value to foreign government officials, foreign political parties, party officials, or candidates for public office for the purposes of obtaining, or retaining, business for the Company. Employees should contact the Ethics Review Team or Legal Department if they have any questions concerning a specific situation.

VII. CONFIDENTIALITY OF INFORMATION

Except as required in carrying out the employee’s duties in the normal and proper course of employment, and except as required by law, no employee during his or her employment or after he or she leaves the employ of the Company may use or disclose to others any “Confidential Information” relating to the Company, its subsidiaries and affiliates, or any of the Company’s vendors, suppliers or customers, regardless of the source of such information or the method of its acquisition. Violation may result in prosecution of the individual under any applicable civil or criminal statute. Employees should be guided by the general principle that the Company considers Confidential Information any information that is neither officially or publicly disclosed nor is common knowledge and which might be useful to or desired by others. “Confidential Information” includes, without limitation, information regarding Company business plans and strategies, same store sales, capital investments, per capita spending, financial data and projections, marketing information, personnel information, critical sales data, vendor lists, customer lists, systems, formulas, models, spreadsheets, techniques, manufacturing methods and other types of confidential data that individuals come in contact with in the course of their daily employment unless such information has been publicly disclosed. In addition, individuals who terminate their employment or who are terminated are bound to maintain the confidentiality of this material.

The Company believes that Confidential Information pertaining to personal health, performance evaluations, promotability, and compensation data also must be maintained in a confidential manner for the protection of individual privacy. Access to this type of information is restricted to individuals so authorized. In the case of performance, promotability, and salary data, this access is limited to employees responsible for such data or employees who are authorized or directed to inquire about, or collect such data, such as the employee’s supervisor, Officers, Human Resources and other authorized management personnel. As such, in order to ensure the ongoing confidentiality of this type of information, it is the Company’s policy and the obligation of each management employee to protect and preserve the confidentiality of these types of data. All Confidential Information developed by an employee during the course of employment with Company resources is the property of the Company.

Individuals are also prohibited from talking to the press or being a source of information for the press unless they have been expressly authorized as a spokesperson by the Company. Any press inquiries should be directed to an Executive Officer of the Company or to their designee.

VIII. AUTHORIZED USE OF COMPANY PROPERTY

A. Trademarks, Service Marks and Copyrights:

Trademarks and service marks — words, slogans, symbols, logos or other devices used to identify a particular source of goods or services — are important business tools and valuable assets which require care in their use and treatment. No employee may negotiate or enter into any agreement respecting the Company’s trademarks, service marks or logos without first consulting the Legal Department. The Company also respects the trademark rights of others and any proposed name of a new product, financial instrument or service intended to be sold or rendered to customers must be submitted to the Legal Department for clearance prior to its adoption and use. Similarly, using the trademark or service mark of another company, even one with whom our Company has a business relationship, always requires clearance or approval by our Legal Department, to ensure that the use of that other Company’s mark is proper.

Employees must avoid the unauthorized use of copyrighted materials of others and should confer with the Legal Department if they have any questions regarding the permissibility of photocopying, excerpting, electronically copying or otherwise using copyrighted materials. In addition, simply because material is available for copying, such as matter downloaded from the Internet, does not mean that it is automatically permissible to copy. All copies of work that is authorized to be made available for ultimate distribution to the public, including all machine readable works such as computer software, must bear the prescribed form of copyright notice.

The Company is legally entitled to all rights in ideas, inventions and works of authorship relating to its business that are made by employees during the scope of their employment with the Company or using the resources of the Company (“Employee Developments”). As a condition of employment, employees are required to promptly disclose all Employee ideas to their supervisor, and to execute the necessary documentation to transfer all Employee Developments to Meade to evidence their ownership, or to obtain legal protection for them.

B. Telephone, Electronic Mail, Voice Mail and Internet:

Meade maintains electronic mail (e-mail), voice mail and Internet access systems to assist employees in the conduct of business within the Company. The Company has established this policy with regard to access, review or disclosure of electronic, voice mail messages created, sent or received by Company employees and Internet access and usage using the Company’s electronic, voice mail and/or Internet systems. The Company has determined the following policy to be followed by employees with access to the telephone, e-mail and/or voice mail systems at Meade:

• The telephone, e-mail and voice mail systems hardware are Company property. Additionally, all messages composed, sent, or received on the electronic mail and/or voice mail systems are and remain the property of the Company. They are not the private property of any employee.

• The use of the telephone, e-mail, voice mail, and/or Internet system is reserved solely for the conduct of business at the Company. These systems may not be used for personal business. They may not be used to solicit or proselytize for commercial ventures, religious or political causes, outside organizations or other non-job-related solicitations.

• The e-mail, voice mail and/or Internet systems are not to be used to create any offensive or disruptive messages. Among those which are considered offensive are any messages that contain sexual implications, racial slurs, gender-specific comments, or any other comments that offensively address someone’s age, sexual orientation, religious or political beliefs, national origin or disability.

• The e-mail, voice mail and/or Internet system may not be used to send (upload) or receive (download) copyrighted materials, trade secrets, proprietary financial information, or similar materials without prior authorization from the Company’s General Counsel or President.

• The Company reserves the right to review, copy, delete, audit, intercept, access and disclose all messages created, received or sent or stored in the e-mail, voice mail and/or Internet systems for any purpose. The contents of any e-mail, voice mail and/or Internet message or information properly obtained for legitimate business purposes may be disclosed without permission of the employee who generated it.

• The confidentiality of any message should not be assumed. Even when a message is erased, it is still possible to retrieve and read, or listen to, that message. Further, the use of passwords for security does not guarantee confidentiality.

• Notwithstanding the Company’s right to retrieve and read any e-mail messages or listen to any voice mail messages, such messages should be treated as confidential by other employees and accessed only by the intended recipient or by management. Employees are not authorized to retrieve or read any e-mail or voice mail messages that are not sent to them unless expressly instructed to do so by the intended recipient.

• In addition, employees are not authorized to retrieve, read and/or down/up-load any computer data files that are not their own. Any exception to these policies must receive prior approval from the MIS department or the President.

• Employees may not use a password or code, access a file or retrieve any stored information unless authorized in advance to do so. All computer passwords must be provided to supervisors. No password may be used that is unknown to the Company as passwords are designed to minimize unauthorized access only.

• The Company reserves the right to monitor voice mail communications and maintains the right of access to business related information and materials on a need-to-know basis. If and when engaged, the monitoring of the voice mail system is conducted by recording voice mail messages and then listening to those messages at a later time for legitimate business purposes such as training, productivity standards, quality control, security, and/or performance evaluation.

• The Company reserves the right to monitor employee Internet usage, including the time spent on-line and the sites accessed to maintain system integrity and ensure that users are using the system appropriately, responsibly and in accordance with Company policy and procedures.

• Employees should also be aware that out-going telephone calls are logged by the Company for management review. Included in the information provided to the Company are the telephone numbers dialed, call destinations, call frequency and the duration of each call. This information should not be considered confidential by Meade employees. IX. DOCUMENT RETENTION

The space available for the storage of Company documents, both on paper and electronic is limited and expensive. Therefore, periodic discarding of documents is necessary. On the other hand, there are legal requirements certain records be retained for specific periods of time. Employees who are unsure about the need to keep particular documents should consult with their supervisor or the Legal Department, so that a judgment can be made as to the likelihood that the documents will be needed.

Whenever it becomes apparent that documents of any type will be required in connection with a lawsuit or government investigation, all possibly relevant documents should be preserved, and ordinary disposal or alteration of documents pertaining to the subjects of the litigation or investigation should be immediately suspended. If an employee is uncertain whether documents under his or her control should be preserved because they might relate to a lawsuit or investigation, he or she should contact the Legal Department.

X. INSIDER TRADING

For as long as the Company’s securities are publicly traded, all directors and officers of the Company and its affiliates, as well as all employees with access to material, non-public information relating to the Company or a publicly traded company doing business with the Company (“Inside Information”), are prohibited from using such Inside Information in connection with buying or selling the Company’s stock or the stock of the other company. Employees with Inside Information are also prohibited from providing other people who are not entitled to receive it in connection with a valid business purpose with Inside Information. Noncompliance with this policy will be grounds for disciplinary action, up to and including termination, and possibly civil and criminal penalties under federal and state securities laws.

An employee who has any questions about the meaning of this subject or how it applies in a particular instance should call the Company’s Legal Department.

To help avoid mistakes that could severely damage the Company and subject an employee to disciplinary action and possible penalties, the following is a brief summary of the law of insider trading. It is not an exhaustive treatment of this subject, nor does it set forth precise rules. Because this area of the law is complex and evolving rapidly, sound judgment is more important than attempts to formulate and apply precise guidelines. An employee who has questions about this subject should consult his or her own counsel or the Company’s Legal Department. Accordingly, the following information is provided only to increase sensitivity and awareness so that appropriate action (which often includes seeking expert guidance) can be taken on a timely basis.

A. Definition of Insider Trading

“Insider trading” is trading securities while in possession of Inside Information in violation of a legal duty owed to public investors or to the source of the information. “Inside Information” is information that is not generally available to the public and that might have an effect on the market price of a stock, bond, option, or other security, or might be important to a reasonable investor in deciding to buy, sell, or hold the security.

The duty not to trade while one has Inside Information is based on the notion of simple fairness. An investor with such information cannot buy or sell the security until the information has been appropriately disseminated to the securities trading markets. This usually takes between one and three days, depending on the complexity of the information disclosed.

B. Examples of Inside Information

The following is a list of some of the kinds of information that might (depending on the circumstances) be considered material and thus considered Inside Information:

• Increased or decreased earnings of the Company or an entity doing business with the Company.

• A pending or potential significant acquisition or disposition by the Company or another entity doing business with the Company.

• Significant changes in the Company’s relationship with its primary lender or significant customers or suppliers.

• Material legal actions filed or threatened against the Company or material developments with respect to any such actions.

• A material change, either up or down, in the Company’s business or in the business of another entity doing business with the Company.

• Anything that is likely to affect the market price of the Company’s stock, either negatively or positively.

• Any non public information that a reasonable investor would find useful information in deciding whether or not to invest in the Company.

C. Tipper-Tippee Liability

It is also illegal for an employee to give Inside Information to a friend, relative, or anyone else who buys or sells a security on the basis of that information. If an employee gives Inside Information to another person, the employee is a “tipper.” The person to whom the employee gives the information is the “tippee.” The employee does not have to misuse the Inside Information itself to be guilty of tipping. Simply suggesting to another person that he or she buy or sell the security, while one has Inside Information, is sufficient to be a violation, even though one does not tell them why one is making the suggestion. Insider trading cases are often looked at with the benefit of hindsight, and the law is changing rapidly (sometimes at the expense of persons who thought they were relatively safe). Accordingly, Company personnel should treat tips and information as if revealing them would result in the violation of the insider trading rules.

D. Penalties for Insider Trading

Employees may be subject to civil and criminal penalties for insider trading violations. Civil penalties may be imposed for up to the greater of three times the profits made (or losses avoided) or $1,000,000. These penalties are in addition to the possibility of having to give up the actual profits made.

The government may also seek an injunction, bring administrative proceedings and seek criminal prosecutions. These may result in fines or imprisonment, or both. The maximum criminal fine for violation of the federal insider trading laws is $1,000,000 for individuals and $2,500,000 for corporations. The maximum jail term is ten years.

In addition to the penalties an employee could personally face for trading on Inside Information, any employee violating the insider trading laws may also cause the Company to be liable for the employee’s actions.

E. Blackout Period

Regardless of whether or not an employee is privy to Insider Information and because the mere appearance of impropriety in this regard is damaging, please be advised that it is Company policy that a black-out (or non-trading) period is in effect, and employees may not trade any shares (or exercise any options), between:

• the time the market opens 14 calendar days prior to the end of each fiscal quarter; and

• the time the market opens on the second day after earnings for such fiscal quarter have been publicly announced.

The Company’s fiscal quarters end May 31, August 31, November 30 and February 28 (29) of each year. In other words, employees (i) may not ever trade on Inside Information and (ii) even if they are not aware of any Inside Information, employees may not trade during the black-out periods outlined above.

XI. REPORTING VIOLATIONS

A. Employee Responsibilities.

The Company is committed to establishing a culture that promotes prevention, detection and resolution of instances of conduct within the Company that do not conform to our policies or state and federal laws and regulations. Every employee has a responsibility to promptly report any instances of misconduct to:

• His or her immediate supervisor;

• A member of the Ethics Review Team;

• A member of the Audit Committee; or

• The Company Corporate Governance Hotline.

Any good faith communication of violations will be kept confidential to the extent practicable; however, in order to properly address any potential violation or concern confidentiality may not be possible. Concerns about accounting, internal accounting controls, SEC matters, or auditing matters may be brought directly to the attention of the Audit Committee on a confidential or anonymous basis as set forth in Section II B above.

B. Supervisor and Manager Responsibilities.

All supervisory and management personnel of the Company are responsible for compliance with and enforcement of this Code of Conduct. Such responsibilities include an active effort to ensure employees under their supervision have the appropriate knowledge in order to comply with such standards and practices. Supervisors and managers who receive reports from employees that involve questions about the Company’s financial statements or financial reporting should immediately report the information to the Audit Committee. Any other reports that the supervisor or manager believes may involve a breach of this Code of Conduct or other Company policies should be reported promptly to the Ethics Review Team or the Board of Directors.

C. Nonretaliation for Reporting of Violations.

The Company understands that individuals may not report concerns if they feel they will be subject to retaliation, retribution, or harassment for such reports. Therefore, Company employees, including Executive Officers and other supervisors or managers, are strictly prohibited from engaging in retaliation, retribution, or any form of harassment directed against anyone who reports a compliance concern in good faith. Any employee, including any officer or supervisor, who engages in such actions (including discharge, demotion, suspension, threatening, harassing, or in any other manner discriminating against a reporting person because of any lawful act done by the reporting person) shall be subject to discipline, up to and including dismissal of the employee. Any instances of retaliation, retribution, or harassment against reporting persons should be brought to the attention of the Ethics Review Team or the Board of Directors, who will investigate the matter and determine the appropriate remedies or sanctions, if any.

XII. COMPLIANCE WITH STANDARDS AND PRACTICES

A. Waivers: Any request for a waiver of any provision of this Code of Conduct by any employee other than an Executive Officer or a senior financial officer must be in writing and addressed to the Ethics Review Team, which shall have the sole and absolute discretionary authority to approve any such waiver. Any request for a waiver of any provision of this Code by an Executive Officer or a senior financial officer (including the Company’s principal financial officer, principal accounting officer or controller, or persons serving similar functions) must be in writing and addressed to the Board of Directors, which shall have the sole and absolute discretionary authority to approve any such waiver. Any waiver and the grounds for such a waiver for an Executive Officer or senior financial officer shall be publicly disclosed in accordance with SEC and NASDAQ rules.

B. Audit Procedures: The Executive Officers or Audit Committee may, at their discretion, from time to time, establish and disseminate additional personnel policies and procedures or accounting and financial policies and procedures to monitor and to test compliance with this Code of Conduct.

C. Sanctions: Any employee who has received a copy of this Code of Conduct (or additional specific policies and procedures issued hereunder) who shall be found to have violated these standards and practices shall be subject to immediate disciplinary action, up to and including reassignment, demotion or, where appropriate, termination and to legal proceedings to recover the amount of any improper expenditures and any other losses that the Company may have incurred as a result of such violation. Violations of these standards and practices may also result in prosecution of the individual under any applicable criminal statutes.

D. Interpretation: All questions regarding the interpretation, scope, and application of the policies set forth in this Code of Conduct shall be referred to the Company’s Ethics Review Team.

Please indicate that you have received, read and will abide by this Code of Conduct by signing your name and dating the attached acknowledgment and returning it promptly to your supervisor.

ACKNOWLEDGMENT

I certify that I have received and read and that I will abide by the Meade Instruments Corp. Code of Conduct distributed to me on June 11, 2004.

     
(signature)      
Employee Number

(print your name)

Date:      

Exhibit 10.97

MEADE INSTRUMENTS CORPORATION

CODE OF CONDUCT GUIDELINES FOR

MEMBERS OF THE BOARD OF DIRECTORS

Amended as of July 12, 2007

The Board of Directors (the “Board”) of Meade Instruments Corporation (the “Company”) has adopted the following Code of Conduct Guidelines (the “Guidelines”) for directors of the Company. These Guidelines are intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director must comply with the letter and spirit of these Guidelines.

No guidelines or policy can anticipate every situation that may arise. Accordingly, these Guidelines are intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of these Guidelines to the attention of the Chairman of the Nominating and Corporate Governance Committee, who may consult with inside or outside legal counsel as appropriate.

Directors who also serve as officers of the Company should read these Guidelines in conjunction with the Company’s Code of Conduct for officers and employees.

1. Conflict of Interest.

A conflict of interest exists in any situation in which the Company has an interest and the interest (personal or financial) of a director is or may also be involved. A conflict of interest is deemed to exist whenever a director is in a position, as a result of the nature or responsibilities of his or her service on the Board of the Company, to further any personal or financial interest of the director or a member of the director’s immediate family.¹ Any situation which may be construed to be a conflict of interest should be avoided. If a director believes he/she or another director is involved in a conflict of interest or a potential conflict of interest, the director must consult with a member of the Ethics Review Team² who shall have authority to approve or disapprove of any such conflict of interest or potential conflict of interest.

Personal conflicts of interest are prohibited as a matter of Company policy. In particular, a director must never use or attempt to use his or her position to obtain for himself or herself, for his or her family members, or for any other person, any improper personal benefit (including loans to, or guarantees of obligations of, such persons) from any person or entity. Persons who become aware of potential conflicts may contact the Company’s General Counsel, or call the Company’s at Corporate Governance Hotline. The Corporate Governance Hotline can be called anonymously, if desired. All calls to the Corporate Governance Hotline are confidential and will be handled by investigation and action, if warranted. No retaliation or adverse action may be taken by the Company or any of its employees or directors against anyone for good-faith reports of questionable behavior.

These Guidelines do not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which directors must refrain, however, are set out below.

• Relationship of Company with third parties. Directors may not engage in any conduct or activities that are inconsistent with the Company’s best interest or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.

• Compensation from non-Company sources. Directors may not accept compensation, in any form, for services performed for the Company from any source other than the Company.

• Gifts. Directors and members of their families may not offer, give or receive gifts from persons or entities who deal with the Company in those cases where any such gift is being made in order to influence the director’s actions as members of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest.

2. Corporate Opportunities.

Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or the director’s position; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company, directly or indirectly, for business opportunities, provided, however, if the Company’s disinterested directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may do so.

3. Confidentiality.

Directors should maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

4. Fair Dealing.

Directors shall deal fairly and oversee fair dealing by employees and officers with the Company’s directors, officers, employees, customers, suppliers and competitors. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices. These Guidelines are not intended to, and shall not be deemed to, alter existing legal rights and obligations of the Company and its employees, such as “at will” employment arrangements.

5. Protection and Proper Use of Company Assets.

All directors should protect the Company’s assets and ensure their efficient use. All Company assets should be used for legitimate business purposes only.

6. Compliance with Laws, Rules and Regulations.

It is the Company’s policy to comply with all applicable laws, rules and regulations (including insider trading laws). It is the personal responsibility of each director to adhere to the standards and restrictions imposed by those laws, rules and regulations, including but not limited to those described in the Company’s Code of Conduct.

7. Nonretaliation for Reporting of Violations.

The Company understands that individuals may not report concerns if they feel they will be subject to retaliation, retribution, or harassment for such reports. Therefore, Company directors are strictly prohibited from engaging in retaliation, retribution, or any form of harassment directed against anyone who reports a compliance concern in good faith. Any director who engages in such actions shall be subject to discipline. Any instances of retaliation, retribution, or harassment against reporting persons should be brought to the attention of the Ethics Review Team or the Board of Directors, as appropriate, who will investigate the matter and determine the appropriate remedies or sanctions, if any.

8. Public Filings and Communications.

It is the Company’s policy to provide full, fair, accurate, timely and understandable disclosure in all reports that it files with, or submits to, the Securities and Exchange Commission, as well as in all of its other public communications. It is the responsibility of all personnel involved in or responsible for the preparation of such reports and communications, including the Company’s directors, to use their best good faith efforts to ensure that all reports and communications meet the above standards. In addition, anyone who becomes aware of any material misstatement or omission in the Company’s filings or other outside communications should contact the Ethics Review Team or the Company Corporate Governance Hotline. In addition, in connection with its public communications, the Company is required to comply with a rule under the federal securities laws referred to as Regulation FD (which stands for “fair disclosure”). Regulation FD provides that, when the Company discloses material, non-public information about the Company to securities market professionals or any shareholder (where it is reasonably foreseeable that the shareholders will trade on the information), it must also disclose the information to the public. Directors who receive inquiries about the Company or its securities from securities analysts, reporters, investors, potential investors or others should decline to comment. Directors should direct all inquiries from such persons to the Chief Financial Officer. All media inquires should be directed to the Investor Relations Department.

9. Equity Compensation Award Guidelines.

All equity compensation awards granted to any employee, officer, director or consultant of the Company shall be in compliance with the Company’s Equity Compensation Award Guidelines, including, without limitation, ensuring that no equity compensation awards granted by the Company are “backdated” which shall be defined as setting an equity compensation award grant date or exercise price with hindsight for the purpose of improperly achieving a lower grant price.

10. Waivers.

Any request for a waiver of any provision of this Code by a director must be in writing and addressed to the Board of Directors c/o the Company’s President, who in contemplation with competent counsel shall have the sole and absolute discretionary authority to approve any such waiver. Any waiver and the grounds for such a waiver for a director shall be publicly disclosed in accordance with NASDAQ rules.

¹ National Association of Securities Dealers rules define “immediate family” to include a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone who resides in such person’s home.

² The Ethic Review Team consists of the Company’s Legal Department, the Chief Financial Officer and the Controller.

EX-10.98 7 exhibit6.htm EX-10.98

Exhibit 10.98

AMENDED AND RESTATED

CHARTER OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

OF

MEADE INSTRUMENTS CORP.

1. Purpose. The purpose of the Compensation Committee (the “Committee”) is to discharge the responsibilities of the Board of Directors (the “Board”) of Meade Instruments Corp. (the “Company”) relating to compensation of the Company’s executives and directors, to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations, and to take such other actions within the scope of this Charter as the Committee deems necessary or appropriate.

The Company’s compensation policies should be designed to allow the Company to recruit and retain superior talent and create a significant direct relationship between pay and benefit levels and performance. Compensation payable to the Company’s executives should provide overall competitive pay and benefit levels, create proper incentives to enhance the value of the Company, and reward superior performance.

2. Membership. The Committee will be comprised of two or more directors. All members of the Committee will be independent directors (as determined by the Board) under the independence requirements of the NASDAQ Stock Market and applicable law, and who qualify as nonemployee directors under Rule 16b-3 and outside directors under Internal Revenue Code Section 162(m) and applicable law. The members of the Committee will be appointed by and serve at the discretion of the Board. The Chairperson of the Committee will be appointed by the Board.

3. Specific Responsibilities and Duties. The Board delegates to the Committee the express authority to do the following, to the fullest extent permitted by applicable law and the Corporation’s Certificate of Incorporation and Bylaws:

(a) Compensation Policies. Develop and review, evaluate and make recommendations to the full Board with respect to management’s proposals regarding the Company’s overall compensation policies.

(b) Chief Executive Officer (“CEO”) Compensation and Goals. Develop, review and approve goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level (including, but not limited to, salary, long and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans, change in control or other severance plans, as the Committee deems appropriate) based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee should consider the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years. The CEO may not be present during voting or deliberations on the CEO’s compensation.

(c) Executive Officers. Consider and review the selection, retention and remuneration arrangements for other executive officers and establish, review and approve compensation plans in which any executive officer is eligible to participate. Such remuneration arrangements can include long and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans, change in control or other severance plans, as the Committee deems appropriate. Notwithstanding the foregoing, any awards and contractual arrangements for the top five executive officers (including the CEO) that are intended to be exempt under Internal Revenue Code Section 162(m) will be reviewed and approved by the Committee.

(d) Incentive Compensation Plans. Make recommendations to the Board with respect to the Company’s incentive-compensation plans and equity-based compensation plans. Notwithstanding the foregoing, the Committee shall grant stock options and performance based awards designed to be exempt under Internal Revenue Code Section 162(m) and shall act as the “committee” charged with administering such incentive compensation and equity based compensation plans as set forth therein.

(e) Overall Review of other Plans. Except as otherwise determined by the Board, review the other compensation plans of the Company in light of the Company and plan objectives, needs, and current benefit levels, and to the extent necessary under applicable law, approve any amendments, and review the results of the retirement plan investments for compliance with organization policies, tax laws, the Employee Retirement Income Security Act of 1974 (ERISA), and other legal requirements.

(f) Back Dating. Ensure that no equity compensation awards granted by the Company are “backdated” which shall be defined as setting an equity compensation award grant date or exercise price with hindsight for the purpose of improperly achieving a lower grant price.

(g) Board. Set the compensation for the Board and committee members.

(h) Succession Planning. Monitor and make recommendations with respect to succession planning for the CEO and other officers.

(i) Annual Report. Produce an annual report on executive compensation for inclusion in the Company’s proxy statement.

(j) Review and Publication of Charter. Review and reassess the adequacy of this Charter as the Committee deems necessary and recommend any proposed changes to the Board for approval. Publish the Charter as required by the rules and regulations of applicable law and as otherwise deemed advisable by the Committee.

(k) Other Actions. Take such other actions as may be requested or required by the Board from time to time.

(l) Recommendations. Make recommendations and report to the Board and other Board committees with respect to compensation policy of the Company or any of the foregoing matters.

4. Meetings. The Committee will meet with such frequency, and at such times as its Chairperson, or a majority of the Committee, determines. A special meeting of the Committee may be called by the Chairperson and will be called promptly upon the request of any two Committee members. The agenda of each meeting will be prepared by the Chairperson and circulated to each member prior to the meeting date. Unless the Committee or the Board adopts other procedures, the provisions of the Company’s Bylaws applicable to meetings of Board committees will govern meetings of the Committee.

5. Minutes. Minutes of each meeting will be kept with the regular corporate records.

6. Subcommittees. The Committee has the power to appoint subcommittees.

7. Reliance; Experts; Cooperation.

7.1 Retention of Independent Counsel and Advisors. The Committee has the power, in its discretion, to retain at the Company’s expense such independent counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties.

(a) Compensation Consultant. The Board delegates to the Committee the express authority to decide whether to retain a compensation consultant to assist in the evaluation of compensation pursuant to this Charter. If the Committee decides in its discretion to retain such a firm, the Board delegates to the Committee the sole authority to retain and terminate any such firm and to approve the firm’s fees and other retention terms.

7.2 Reliance Permitted. In carrying out its duties, the Committee will act in reliance on management, the independent public accountants, internal auditors, and outside advisors and experts, as it deems necessary or appropriate.

7.3 Investigations. The Committee has the authority to conduct any investigation it deems necessary or appropriate to fulfilling its duties.

7.4 Required Participation of Employees. The Committee shall have unrestricted access to the independent public accountants, the internal auditors, internal and outside counsel, and anyone else in the Company, and may require any officer or employee of the Company or the Company’s outside counsel or independent public accountants to attend a meeting of the Committee or to meet with any members of, or consultants or advisors to, the Committee.

EX-10.98

 EX-10.98