Exhibit 10.126


 


MEADE INSTRUMENTS CORP.


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK OPTION AGREEMENT is dated as
of this 13th day of March 2009, between Meade
Instruments Corp., a Delaware corporation (the “Corporation”), and Steven G. Murdock
(the “Employee”).


 


W I T N E S S E T
H


 


WHEREAS, the Corporation has adopted and the stockholders of
the Corporation have approved the Meade Instruments Corp. 2008 Stock Incentive
Plan (the “Plan”).


 


WHEREAS, the Optionee has been employed by the Corporation
pursuant to that certain Employment Agreement dated as of March 11, 2009
(the “Employment Agreement”).


 


WHEREAS, pursuant to the Plan, the Corporation has granted an
option to the Employee upon the terms and conditions evidenced hereby, as
required by the Plan, which Option is not intended as and shall not be deemed
to be an incentive stock option within the meaning of Section 422 of the
Code.


 


NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Employee, the Corporation and the Employee agree to the terms
and conditions set forth herein as required by the terms of the Plan.


 


1.                                       Grant of Option. 
This Agreement evidences the Corporation’s grant to the Employee of the
right and option to purchase, on the terms and conditions set forth herein and
in the Plan, all or any part of an aggregate of 500,000 shares of the Common
Stock (the “Shares”), par value $0.01 per share, at the price of $0.22 per
share (the “Option”), exercisable from time to time, subject to the provisions
of this Agreement and the Plan, prior to the close of business on the day
before February 5, 2019 (the “Expiration Date”).


 


2.                                       Option Exercisability and Term. 
Subject to adjustment pursuant to the terms of the Plan, the Option
shall become exercisable in 25% increments on the following dates:  May 5, 2009; August 5, 2009; November 5,
2009; and February 5, 2010.


 


3.                                       Exercisability of Option. 
To the extent the Employee does not purchase all or any part of the
Shares on the date on which the Employee first becomes entitled to so purchase,
the Employee has the right cumulatively thereafter to purchase any shares not
so purchased and such right shall continue until the Option terminates or
expires. Fractional share interests shall be disregarded, but may be cumulated.
No fewer than one hundred (100) shares may be purchased at any one time, unless
the number purchased is the total number at the time available for purchase
under the Option.


 

















 


4.                                       Acceleration of Option.


 


(a)                                  Change in Control. 
Notwithstanding anything contained in Section 6.2(b) of the
Plan, upon the occurrence of a Change in Control Event (as defined in the
Plan), the Option shall become immediately exercisable in full.


 


(b)                                 Certain Terminations of Employment. 
If Optionee’s employment is terminated by the Company without Cause (as
defined in the Employment Agreement) or is terminated by the Employee for Good
Reason (as defined in the Employment Agreement), then the Option shall become
immediately exercisable in full.


 


5.                                       Extension of Option.  If (i) the Optionee’s employment is
terminated by the Company without Cause (as defined in the Employment
Agreement) or by the Optionee for Good Reason (as defined in the Employment
Agreement) or (ii) the term of the Employment Agreement expires without renewal
(the date of such termination or expiration being a “Severance Date”), then the
Optionee shall have, subject to Sections 1.6 and 6.2(c) of the Plan,
one year after the Severance Date to exercise the Option.


 


6.                                       Method of Exercise of Option. 
The Option shall be exercisable by the delivery to the Corporation of a
written notice stating the number of shares to be purchased pursuant to the
Option and accompanied by payment made in accordance with and in a form
permitted by Section 2.2 of the Plan for the full purchase price of the
shares to be purchased, subject to such further limitations and rules or
procedures as the Board or Committee may from time to time establish as to any
non-cash payment and as to the tax withholding requirements of Section 6.5
of the Plan.


 


7.                                       Non-Transferability of Option. 
Subject to limited exceptions set forth in the Plan, the Option and any
other rights of the Employee under this Agreement or the Plan are
nontransferable.


 


8.                                       Notices.  Any notice to
be given under the terms of this Agreement shall be in writing and addressed to
the Corporation at its principal office to the attention of the Chief Financial
Officer, and to the Employee at the address given beneath the Employee’s
signature hereto, or at such other address as either party may hereafter
designate in writing to the other. Any such notice shall be deemed to have been
duly given when enclosed in a properly sealed envelope addressed as aforesaid,
registered or certified, and deposited (postage and registry or certification
fee prepaid) in a post office or branch post office regularly maintained by the
United States Government.


 


9.                                       General Terms. 
The Option and this Agreement are subject to, and the Corporation and
the Employee agree to be bound by, the provisions of the Plan that apply to the
Option. Such provisions are incorporated herein by this reference.  The Employee acknowledges receiving a copy of
the Plan and reading its applicable provisions. 
In the event of a conflict or inconsistency between the terms and conditions
of this Agreement and of the Plan, the terms and conditions of the Plan shall
govern. Capitalized terms not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.


 


2

















 


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


 


	
   

  	
  MEADE INSTRUMENTS CORP., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/John A. Elwood

  
	
   

  	
   

  	
  John A. Elwood

  
	
   

  	
   

  	
  Vice President — Finance and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
  /s/Steven G. Murdock

  
	
   

  	
  Steven G. Murdock

  



 


3