f8k011108ex10c_eastern.htm


    Meade
      Technologies Inc

    455
      Broadway, 4th
      Floor

    New
      York,
      NY 10013

    


    


    


    October
      30, 3007

    


    


    Mr.
      Michael Hlavsa

    


    


    Dear
      Michael:

    


    This
      letter shall confirm our recent discussions concerning the terms and conditions
      of your employment with Meade Technologies, Inc. (the "Company").

    


    Title:  You
      will be
      employed as Chief
      Financial Officer and will be appointed to the Company’s Board of
      Directors

    


    Effective
      Date:  Your employment will begin on or before November
      15, 2007.

    


    Base
      Salary:  Your annual base salary shall be $120,000.00 less all
      applicable withholdings, such salary to be paid in accordance with the Company’s
      prevailing payroll practices.

    


    Bonus:  You
      will also be entitled to a performance bonus of up to $120,000.00 subject to
      you
      achieving certain reasonable performance metrics.

    


    Option
      Grant:  You
      will be entitled to receive an option grant to purchase 120,000 shares of the Company's
      Class A Common Stock, subject to Board approval, vesting and other terms
      and conditions of the Company's 2007 Stock Incentive Plan and the related Notice
      of Stock Option Grant.   Your grant will have a strike
      price equal to the fair market value of the Company's Class A Common Stock
      on the date of Board approval.

    


    Employment
      Verification:  Pursuant to federal law, this offer of
      employment is conditioned on your ability to provide satisfactory proof of
      your
      eligibility to work in the United States within three days of your first day
      of
      work.

    


    Confidentiality:  During
      your employment and thereafter, if your employment is discontinued for any
      reason whatsoever, you agree to keep strictly confidential all trade secrets
      and
      information that the Company holds proprietary or confidential.  You
      also agree that as a condition of your employment, you will sign a
      Company-standard Employee Proprietary Information and Inventions and
      Non-Competition Agreement.

    


    Employee
      Representations:  You represent that:  (1) you are
      not a party to any agreement that would prohibit you from entering into
      employment with the Company; (2) no trade secret or proprietary information
      belonging to your previous employer will be disclosed by you at the Company
      and
      that no such information, whether in the form of documents, memoranda, software,
      drawings, etc., will be retained by you or brought with you to the Company;
      and
      (3) you have brought to the Company’s attention and provided it with a copy of
      any agreement that may impact your future employment at the Company, including
      but not limited to any non-disclosure, non-competition, non-solicitation or
      invention assignment agreements containing future work
      restrictions.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    At-Will
      Employment:  Your employment with the Company is
      "At-Will."  This means that you have the right to terminate your
      employment at any time and for any reason.  Likewise, the Company may
      terminate your employment with or without cause at any time and for any
      reason.  Accordingly, this letter is not to be construed or
      interpreted as containing any guarantee of continued employment.  As
      such, the recitation of certain time periods in this letter is solely for the
      purpose of defining your compensation.  It is also not to be construed
      or interpreted as containing any guarantee of any particular level or nature
      of
      compensation.

    


    This
      letter reflects the entire agreement regarding the terms and conditions of
      your
      employment.  Accordingly, it supersedes and completely replaces any
      prior oral or written communication on this subject.

    


    We
      feel
      the package we have developed for you is attractive and anticipate that you
      will
      make a critical contribution to the Company as it develops over the coming
      years.  We look forward to having you join the Company.

    


    If
      you
      agree with the foregoing, please sign this letter in the space provided below
      and return the original executed copy.

    


    Sincerely
      yours,

    


    


    /s/Darren
      Rennick                                                                                           _________________________

    Darren
      Rennick                                                                                                
Date

    President

    


    


    Receipt
      Acknowledged:

    


    


    /s/Michael
      Hlavsa                                                                                            
                                                        


    Michael
      Hlavsa                                                                                                     Date