f8k011108ex10_eastern.htm


    EMPLOYMENT
      AGREEMENT

    


        THIS
      EMPLOYMENT
      AGREEMENT (this “Agreement”),
      dated as
      of December 20, 2007, is made by and between Meade Technologies Inc., a Delaware
      corporation, having its principal place of business at 455 Broadway, 4th Floor,
      New York, New York 10012 (the “Company”), and Mr.
      Raymond B. Lang residing at 9 Amanda Court, Northport, New York 11768 (the
      “Executive”).

    


    RECITALS

    


    WHEREAS,
      the Company wishes to
      employ the Executive as the Chief Executive Officer of the Company;
      and

    


    WHEREAS,
      the Company desires
      to enter into this Agreement and to accept such employment and service, subject
      to the terms set forth herein;

    


    WHEREAS,
the
      Executive agrees
      to accept such employment by the Company on the terms set forth
      herein.

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements herein contained, and
      other
      good and valuable consideration, the receipt and sufficiency of which is
      mutually acknowledged, the Company and the Executive hereby agree as
      follows:

    


    SECTION
      1: CERTAIN DEFINITIONS.

    


    1.1
“Effective
      Date” shall
      mean the first day of Executive’s employment, which shall be February 1,
      2008.

    


           
      1.2 “Employment
      Period” shall mean the period of time beginning on the Effective Date and
      ending on the third anniversary of the Effective Date, unless terminated earlier
      in accordance with Section 5.

    


    1.3
“Board”
shall
      mean the
      Board of Directors of the Company.

    


    1.4
“Code”
shall
      mean the
      Internal Revenue Code of 1986, as amended.

    


    1.5
“Specified
      Employee”
shall mean a “specified employee”
within the meaning of
      Section 409A(a)(2)(B)(i) of the Code, as determined by the
      Compensation Committee of the Board of Directors.

    


    SECTION
      2: EMPLOYMENT. Subject
      to the terms and conditions provided herein, the Company hereby agrees, during
      the Employment Period, to employ the Executive as its Chief Executive Officer.
      The Executive hereby agrees to accept such employment during the Employment
      Period.

     

     

    
      
        
        

      

      
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    SECTION
      3: EMPLOYMENT DUTIES.
      During the Employment Period, the Executive shall have such duties and
      responsibilities as are assigned to the Executive by the Board and consistent
      with the normal and customary responsibilities and duties of a Chief Executive
      Officer of comparable companies. Executive shall take direction from and report
      to the Board. During the Employment Period, the Executive agrees to devote
      substantially all of his business attention and time to the business and affairs
      of the Company and its subsidiaries, and to use the Executive’s reasonable best
      efforts to perform faithfully the duties and responsibilities assigned to the
      Executive under this Agreement. Notwithstanding the foregoing, it is expressly
      understood that (a) the Executive may devote a reasonable amount of time to
      the
      management of his investments and affairs and to such industry associations,
      charitable and civic endeavors as shall not interfere with the obligations
      set
      forth in this Agreement; (b) with the prior approval of the Board (which shall
      not be unreasonably withheld), the Executive may serve as a member of one or
      more boards of directors of companies that are not affiliated with the Company;
      and (c) the Executive shall have the right during the Employment Period to
      continue to serve as President of MKL Associates Inc. and fulfill all of the
      duties and responsibilities associated with that position provided that they
      do
      not interfere with the obligations set forth in this Agreement.

    


    SECTION
      4: COMPENSATION.

    


        4.1
Base
      Salary  The Executive
      shall receive a base salary of no less than $250,000 per annum (the “Base
      Salary”), payable in accordance with the Company’s payroll practices in effect
      from time to time. The Base Salary shall be reviewed at least once each year.
      When the Base Salary is reviewed, it may be increased (but not decreased) in
      accordance with the Company’s regular review of senior executive salaries, and
      if increased, then such increased amount shall become the Base
      Salary.  The decision regarding whether to grant any such increase
      shall be at the sole discretion of the Board.

    


        4.2
Incentive,
      Savings and Retirement
      Plans. During the Employment Period the Executive shall be eligible to
      participate in any bonus or incentive plans and programs established by the
      Board from time to time for the benefit of senior executives of the Company.
      During the Employment Period, the Executive shall be eligible to participate
      in
      all savings and retirement plans and programs (as the plan terms allow)
      maintained by the Company from time to time on or after the Effective Date
      for
      the benefit of employees and/or senior executives of the
      Company.  Nothing contained herein shall require the establishment or
      continuation of any particular plan or program.

    


        4.3
Health
      Care Plans. During the
      Employment Period, the Executive and/or the Executive’s family (as the terms
      allow) shall participate in all health care benefit plans, programs or
      arrangements maintained by the Company from time to time on or after the
      Effective Date for the benefit of employees and/or senior executives or
      employees of the Company. The Company agrees to pay the Executive’s entire
      premium amounts to participate in such health care plans.

    


        4.4
Vacation;
      Fringe Benefits. During the
      Employment Period, the Executive shall be entitled to four (4) weeks of vacation
      annually, in accordance with Company policy. Vacation shall be taken at times
      mutually convenient to the Company and the Executive.  During the
      Employment Period, the Executive shall receive such perquisites and fringe
      benefits as are generally provided to senior executives of the
      Company.

     

     

    
      
        
        

      

      
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    4.5 Expenses.
      The
      Executive shall be reimbursed for reasonable and necessary business expenses
      incurred in connection with the performance of his duties hereunder. Such
      reimbursement shall be made no later than March 15 of the year following the
      year in which such expense was incurred; provided, however, the Employee
      shall,
      as a condition of such reimbursement, submit verification of the nature and
      amount of such expenses in accordance with the reimbursement policies from
      time
      to time adopted by the Company.

    


                   
      4.6 Stock Option
      Grant. The Executive shall receive a stock option grant  to
      purchase a number of shares of the Company’s common stock equal to five percent
      (5%) of the outstanding capital stock of the Company on a fully diluted basis
      as
      of the Effective Date, at an exercise price equal to the fair market value
      thereof on the date of grant, pursuant to and subject to the terms of a stock
      option agreement to be entered into between the Company and Executive pursuant
      to the Company’s Stock Option Plan.

    


    SECTION
      5:  TERMINATION.

    


    5.1
Death.
      The Employment
      Period shall terminate automatically upon the Executive’s death.

    


           
      5.2 Disability.  If,
      during the Employment Period, the Disability (as defined below) of the Executive
      has occurred, the Company may give to the Executive written notice of its
      intention to terminate the Executive’s employment due to such Disability. The
      Executive’s employment with the Company shall be terminated by the Company on
      the 15th day after receipt by the Executive of such notice (the “Disability Effective
      Date”), if, within such fifteen (15) day period, the Executive shall not
      have returned to full-time performance of the Executive’s duties. For purposes
      of this Agreement, “Disability” means the
      inability of the Executive to perform his normal duties and responsibilities
      hereunder due to a physical, mental, or emotional impairment, as determined
      by
      an independent qualified physician (selected by the Company and reasonably
      acceptable to the Executive) during any consecutive one hundred and twenty
      day
      (120) period or for an aggregate of one hundred and eighty (180) days during
      any
      three hundred sixty-five (365) day period.   Nothing in this
      Section 5.2 is intended to be inconsistent with or in any way alter the parties’
responsibilities under applicable federal or state law regarding disabilities,
      if any.

    


         
5.3
      Cause.  The
      Board may terminate the employment of the Executive for Cause by written notice
      to the Executive. For purposes of this Agreement, “Cause” shall mean
      (a)
      an act or acts of material personal dishonesty taken by, or committed at the
      request of, Executive, at the expense of the Company, or any of its affiliates,
      or any other act of fraud, misappropriation or embezzlement (b) repeated willful
      violations by Executive of the material terms of this Agreement, which have
      not
      been cured within ten (10) days after written notice has been given by the
      Board
      to the Executive, or (c) the conviction of, a plea of nolo contendre, a guilty
      plea or a confession by Executive to, a felony or any other crime involving
      dishonesty or (d) any act of material neglect or gross misconduct that the
      Company (including unanimous approval of the Board) deems to be materially
      injurious to the Company after written notice thereof and failure to cure within
      30 days.

     

     

    
      
        
        

      

      
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    5.4.
Without
      Cause. During
      the Employment Period, upon written notice given to the Executive, the Board
      may
      terminate the Executive’s employment hereunder other than for Cause, in the
      Board’s sole discretion.

    


    5.5
Termination
      by Executive for
      Good Reason. During the Employment Period, the Executive may terminate
      his employment hereunder by written notice for Good Reason. For purposes of
      this
      Agreement, “Good
      Reason” shall mean the occurrence of any of the following events which is
      not cured by the Company within thirty (30) days of Executive’s written notice
      to the Company of same: (a) the reduction of the Executive’s Base Salary; (b) a
      material diminution, without his consent, of the Executive’s title, authority,
      duties or responsibilities as specified hereunder, or the assignment of duties
      and responsibilities that are inconsistent with his positions as Chief Executive
      Officer (it being understood that the Company is a “start-up”, Executive will be
      required to perform administrative type functions (routine copying, faxing,
      etc.), and it being further understood that a change in title or duties to
      President shall not constitute Good Reason; (c) the Company requiring the
      Executive, without his consent, to be based in any office or location other
      than
      the Company’s headquarters office, and such headquarters shall not be located
      during the Employment Period outside of a 50-mile radius of New York City;
      (d)
      the material breach by the Company of any provision of this Agreement which
      has
      not been cured within thirty (30) days after a notice of such breach has been
      given by the Executive to the Company.  The Executive must give the
      Company notice of the event within thirty (30) days of the date of the event
      and
      the Executive must resign effective upon no less than fourteen (14) days and
      no
      more than thirty (30) days after the expiration of the Company’s thirty (30) day
      cure period.

    


    5.6
Termination
      by Executive
      Without Good Reason. During the Employment Period the Executive may
      terminate employment hereunder upon ninety (90) day’s prior written notice
      without Good Reason, and such termination shall not be deemed to be a breach
      of
      this Agreement.

    


    5.6
Date
      of Termination.
“Date of
      Termination” shall mean:

    


                (a)
      if the Executive’s employment is terminated by the Company, other than for Cause
      or Disability, the Date of Termination shall be the date set forth in the
      Company’s written notice of such termination under Section 5.4;

    


                (b)
      if the Executive’s employment is terminated by the Company for Cause, the Date
      of Termination shall be the date upon which the applicable cure period provided
      under Section 5.3 expires;

    


                (c)
      if the Executive’s employment is terminated by the Executive, the date of
      termination shall be fifteen 15 days after the date on which the Executive
      notifies the Company of such termination, or earlier if the Company
      elects;

    


                (d)
      if the Executive’s employment is terminated by reason of death or Disability,
      the Date of Termination shall be the date of death of the Executive or the
      Disability Effective Date, as the case may be.

     

     

    
      
        
        

      

      
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          SECTION
      6: OBLIGATIONS OF THE COMPANY UPON TERMINATION.

    


             
      6.1 Cause, Death,
      Disability or Voluntarily by the Executive. If the Executive’s employment
      is terminated by reason of the Executive’s death, the Executive’s Disability,
      for Cause by the Company or by the Executive voluntarily (other than for Good
      Reason), the Executive, or the Executive’s legal representative, as the case may
      be, shall be entitled to receive (a) the Executive’s Base Salary through the
      Date of Termination; (b) any bonus earned in the previous year and not yet
      paid
      by the Company; (c) any accrued vacation pay through the Date of Termination
      not
      yet paid by the Company; and (d) a pro rata bonus for the year of termination
      calculated and payable after year-end, if any, provided, however that no such
      pro rata bonus shall be paid to the Executive if his employment is terminated
      for Cause or voluntarily by the Executive without Good Reason (such amounts
      specified in clauses (a), (b), (c) and (d) are hereinafter referred to as the
      “Accrued
      Obligations”). All such Accrued Obligations shall be paid to the
      Executive or to the Executive’s estate or beneficiary, as applicable, in a lump
      sum in cash within thirty (30) days after the Date of Termination.

    


           
      6.2 Other Than for
      Cause, Death or Disability, or by the Executive for Good Reason. If,
      during the Employment Period, the Company terminates the Executive’s employment
      (other than for Cause, death or Disability) or the Executive terminates his
      employment for Good Reason, the Executive shall be entitled to receive, within
      thirty (30) days after the Date of Termination, the following:

    


                (a)
      The Company shall pay to the Executive all Accrued Obligations.

    


                (b)
      The Company shall pay to the Executive in cash a lump sum amount equal to 9
      months’ Base Salary (the “Severance
      Obligations”).

    


            
      6.3 Release.  Notwithstanding
      any other provision hereof, the Company’s obligation to pay the Severance
      Obligations, if applicable, will be contingent upon the Executive executing
      and
      providing to the Company (and not revoking within the revocation period, if
      any,
      provided pursuant to the applicable release agreement) a form of release
      agreement provided by the Company.  The Executive shall execute the
      release within such period as is provided for in the applicable release
      agreement, following the Company’s provision of such release agreement to the
      Executive in connection with the Executive’s termination of
      employment.

    


           
      6.4 Full
      Satisfaction. The payments actually received, accepted and retained by
      the Executive (or his legal representatives) under this Agreement that are
      attributable to the termination of the Executive’s employment shall be in full
      and complete satisfaction of any and all claims the Executive (or his legal
      representatives) may have against the Company which are in any way related
      to
      the employment relationship (including the Executive’s hiring) between the
      Executive and the Company or the termination of that relationship.

    


           
      6.5 Other
      Payments. Notwithstanding anything to the contrary contained herein
      (including without limitation Section 6.4), any compensation or benefits, if
      any, which are vested in the Executive or which the Executive is otherwise
      entitled to receive under any plan, program or arrangement of the Company
      before, at or subsequent to the Date of Termination shall be payable in
      accordance with the terms and provisions of such plan, program or
      arrangement.

     

    
      
        
        

      

      
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    SECTION
      7: TAXES. The Company
      may withhold from any amounts payable under this Agreement such federal, state
      or local taxes or other withholdings as shall be required or permitted to be
      withheld pursuant to any applicable law or regulation, the operation of any
      incentive, savings, retirement, or welfare or fringe benefit plan, or by written
      agreement with the Executive.

    


    SECTION
      8: CONFIDENTIAL INFORMATION
      AND NON-COMPETITION.

    


            
      8.1 Confidential
      Information.  The Executive shall execute and deliver to the
      Company on or prior to the Effective Date an Employee’s Proprietary Information
      and Inventions Agreement and Arbitration Agreement (“Protection of Company
      Property Agreement”) in the form attached hereto, the terms of which are
      incorporated herein by reference; provided, however, that to the extent that
      a
      term or provision of this Agreement conflicts with any term or provision of
      the
      Protection of Company Property Agreement, such term or provision of this
      Agreement shall prevail over such term or provision of the Protection of Company
      Property Agreement.

    


            
      8.2 Non-Competition.  The
      Executive agrees that he will not, for a period of one year from the termination
      of his employment hereunder, directly or indirectly, own, manage, operate,
      work
      for, join, control, become employed by, consult to or participate in the
      ownership, management or control of, any business which is primarily focused
      on
      consumer or retail investment products or any other business that directly
      competes with the business that the Company or any of its subsidiaries is
      engaged in at the time of termination of employment (the “Business”). 
Notwithstanding
      the foregoing, working for, becoming employed by, or consulting
      to a division of a company that is not engaged in competition with the Company's
      Business shall not be considered a breach of this covenant.  If, and to the
      extent that, any court determines that the geographical reach and/or time period
      of this covenant is too broad to permit the full enforcement of such covenants
      as written, the Executive and the Company hereby agree that this provision
      shall
      be then deemed amended so as to permit enforcement for the longest time
      period, and over the largest geographical region, as the court
      permits. 

    


    SECTION
      9: INDEMNIFICATION.
      The Company agrees to obtain a directors and officers’ liability insurance
      policy covering the Executive.  The Company will provide the Executive
      with indemnification in accordance with the Company’s by-laws and applicable
      law, for liabilities arising out of his employment with the
      Company.

    


    SECTION
      10: SURVIVAL. The
      Executive agrees that Sections 8 and 9 of this Agreement shall survive the
      termination of (a) this Agreement, (b) the Employment Period and/or (c) the
      Executive’s employment with the Company.

    


    SECTION
      11: SUCCESSORS. This
      Agreement is personal to the Executive and may not be assigned by the Executive.
      This Agreement shall inure to the benefit of, and be enforceable by, the
      Executive and the Executive’s legal representatives, as applicable. This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns. The Company will require any successor (whether direct
      or indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company to assume
      expressly and agree to perform this Agreement in the same manner and to the
      same
      extent that the Company would be required to perform it if no such succession
      had taken place.

     

     

    
      
        
        

      

      
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    SECTION
      12: NOTICES. All
      notices and other communications hereunder shall be in writing and shall be
      given by facsimile transmission, hand delivery to the other party or by
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      addresses set forth below:

    


    If
      to the
      Company:                              
Meade Technologies Inc.

                   
      455 Broadway, 4th
      Floor                                                                           


    New
      York, New York 10012

    


                                  
       Attn: Daniel Klaus

    


    


    With
      a
      copy
      to:                                    
Pillsbury Winthrop Shaw Pittman LLP

    1540
      Broadway

    New
      York, NY 10036

    


    Attn:
      Ronald Fleming

    


    If
      to the
      Executive, to Executive’s then current address on file with the Company. In the
      event of an address change, to either party at such other address as either
      party shall have furnished to the other in writing in accordance herewith.
      Any
      such notice and communications shall be effective when actually received by
      the
      addressee.

    


    SECTION
      13:
      MISCELLANEOUS.

    


             
      13.1  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the state of New York, without reference to
      principles of conflict of laws thereunder.

    


                     
      13.2   ARBITRATION. DISPUTES
      REGARDING THE EXECUTIVE’S EMPLOYMENT WITH THE COMPANY, INCLUDING, WITHOUT
      LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT, WHICH CANNOT BE RESOLVED BY
      NEGOTIATIONS, SHALL BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING
      ARBITRATIONS CONDUCTED PURSUANT TO THE NEW YORK STOCK EXCHANGE, INC.’S
      ARBITRATION RULE AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE
      ARBITRATORS IN ANY SUCH PROCEEDING.  THE ARBITRATORS SHALL APPLY THE
      LAWS OF THE STATE OF NEW YORK WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT
      OF ANY MATTER RELATING TO THIS AGREEMENT.  ANY ARBITRATION HEREUNDER
      SHALL BE HELD IN NEW YORK CITY, NY, OR SUCH OTHER PLACE AS THE PARTIES HERETO
      MAY MUTUALLY AGREE.  THE PREVAILING PARTY IN ANY SUCH ARBITRATION
      SHALL BE ENTITLED TO RECOVER ITS OR HIS FULL REASONABLE COSTS AND REASONABLE
      ATTORNEYS’ FEES INCURRED DURING OR IN CONNECTION WITH THE
      ARBITRATION.  JUDGMENT UPON THE AWARD BY THE ARBITRATORS MAY BE
      ENTERED IN ANY COURT IN THE STATE OF NEW YORK HAVING JURISDICTION
      THEREOF.

     

     

     

    
      
        
        

      

      
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    13.3
      Compliance with Section 409A of
      the Code.  To the fullest extent applicable, amounts and benefits
      payable under this Agreement are intended to be exempt from the definition
      of
“nonqualified deferred compensation” under Section 409A of the Code
      in
      accordance with one or more of the exemptions available under the final Treasury
      regulations promulgated under Code Section 409A and, to the extent that any
      such
      amount or benefit is or becomes subject to Code Section 409A due to a failure
      to
      qualify for an exemption from the definition of nonqualified deferred
      compensation in accordance with such final Treasury regulations, this Agreement
      is intended to comply with the applicable requirements of Section 409A of the
      Code with respect to such amounts or benefits and will be interpreted and
      administered to the extent possible in a manner consistent with the foregoing
      statement of intent.  Notwithstanding anything herein to the contrary,
      (i) if on the date the Employee “separates from service” within the meaning of
      Treasury Regulation section 1.409A-1(h), (A) the Company is publicly traded,
      (B)
      the Employee is a Specified Employee, and (C) the Company reasonably determines
      that (x)
      a payment or benefit payable hereunder
      as a result of the Employee’s
      termination of employment constitutes
      nonqualified deferred compensation that is subject to the requirements of
      Section 409A of the Code and (y)
      the deferral of the commencement of
      such payments or benefits is necessary in order to prevent any accelerated
      or
      additional tax under Section 409A of the Code, then the Company will withhold
      and accumulate such payments or benefits hereunder (without any reduction in
      such payments or benefits ultimately paid or provided to Employee) until the
      date that is six months following Employee’s
      separation from service date (or the
      earliest date as is permitted under Section 409A of the Code), at which time
      the
      withheld and accumulated payments shall be paid to the Employee in a single
      lump
      sum payment and (ii) if any other payments of money or other benefits due to
      Employee hereunder could cause the application of an accelerated or additional
      tax under Section 409A of the Code, such payments or other benefits shall be
      deferred if deferral will make such payment or other benefits compliant under
      Section 409A of the Code, or otherwise such payment or other benefits shall
      be
      restructured, to the extent possible, in a manner, determined by the Company,
      that does not cause such an accelerated or additional tax.

                     
      13.  Captions.  The
      captions of this Agreement are not part of the provisions hereof and shall
      not
      have any force or effect.

    


            
      13.4 Amendment.  This
      Agreement may not be amended or modified otherwise than by a written agreement
      executed by the parties hereto or their respective successors, assigns and
      legal
      representatives.

    


    13.5
Entire
      Agreement.  This Agreement contains the entire understanding of
      the Company and the Executive with respect to the subject matter hereof and
      supersedes any prior oral or written agreement between the Company and the
      Executive.

    


    13.6
Counterparts.  This
      Agreement may be executed in or counterparts, each of which will be deemed
      to be
      an original thereof, but all of which together will constitute one and the
      same
      instrument.

     

     

    
      
        
        

      

      
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    13.7  Waiver
      of
      Breach.  No waiver by the Company of any breach of this
      Agreement will be a waiver of any preceding or subsequent breach.  No
      waiver by the Company of any right under this Agreement will be construed as
      a
      waiver of any other right.

    


           
      13.8 Enforceability.  If
      any provision of this Agreement is held invalid or unenforceable, either in
      its
      entirety or by virtue of its scope of application to given circumstances, such
      provision will thereupon be deemed modified only to the extent necessary to
      render same valid, or not applicable to given circumstances, or excised from
      this Agreement, as the situation may require, and this Agreement will be
      construed and enforced as if such provision had been included herein as so
      modified in scope or application, or had not been included herein, as the case
      may be.

    .

          IN
      WITNESS WHEREOF, the Executive has signed this Agreement and, the Company has
      caused this Agreement to be signed in its name and on its behalf, all as of
      the
      day and year first above written.

    


    


    


                                        Meade
      Technologies Inc.

    


                                         By: /s/Daniel
      Klaus

                                               Title:
      Acting Chief Executive Officer

                                               Name:
      Daniel Klaus

    
 

                                         By:
      /s/ Raymond
      B.
      Lang                               

                                              
      Name:   Raymond B. Lang