EX-10.76






EXHIBIT 10.76




REGISTRATION RIGHTS AGREEMENT




This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 16,
2006, by and between Meade Instruments Corp., a Delaware corporation (the “Company”) and Steven
Murdock (“Executive”).



R E C I T A L S:





	 	A.	 	WHEREAS, Executive beneficially owns shares of the Company’s Common Stock,
$0.01 par value per share (the “Common Stock”); and






	 	B.	 	WHEREAS, Executive and the Company are parties to that certain Executive
Severance Agreement, dated as of the date hereof, pursuant to which, among other
things, the Company agreed to provide resale registration rights regarding Executive’s
Common Stock.





NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:



1. Definitions



As used in this Agreement, the following terms shall have the following respective meanings:




1.1 “Commission” shall mean the Securities and Exchange Commission or any other U.S.
federal agency at the time administering the Securities Act.




1.2 “Common Stock” shall mean shares of the Company’s Common Stock, $0.01 par value
per share.




1.3 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




1.4 “Registrable Securities” shall mean the shares of Common Stock that were
beneficially owned by Executive as of May 8, 2006.




1.5 The terms “register,” “registered” and “registration” refer to a
registration effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.




1.6 “Registration Expenses” shall mean all expenses, excluding Selling Expenses,
incurred by the Company in complying with Section 2.1 hereof, including all registration,
qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel
and accountants for the Company, and blue sky fees.




1.7 “Restricted Securities” shall mean any Registrable Security except any such
Registrable Security that (i) has been sold by Executive pursuant to an effective registration
statement under the Securities Act, (ii) has been transferred by Executive in compliance with Rule
144 under the Securities Act (or any successor provision thereto) such that after such transfer,
the transferred securities are no longer “restricted securities” as such term is defined under
Rule 144, or is transferable pursuant to paragraph (k) of Rule 144 (or any successor provision
thereto), or (iii) may be sold under Rule 144, or a successor rule, in a three-month period along
with all other Registrable Securities then held by Executive.




1.8 “Securities” shall mean Common Stock.




1.9 “Securities Act” shall mean the Securities Act of 1933, as amended, or any
similar United States federal statute and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.




1.10 “Selling Expenses” shall mean all underwriting discounts, selling commissions
and any stock transfer taxes applicable to the Registrable Securities registered by Executive and
all legal and accounting fees and expenses incurred by Executive in connection with any
registration or proposed registration hereunder.



2. Registration Rights.




2.1 Registration on Form S-3.



(a) Registration. Within ninety (90) days following the date of this Agreement, the
Company will file for registration of the resale by Executive of all of the Registrable Securities
then held by Executive.



(b) Limitations. Notwithstanding the foregoing, the Company shall not be obligated to
take any action pursuant to this Section 2.1: (i) if Executive is not re-elected by the Company’s
stockholders to the Company’s Board of Directors at the Company’s 2006 Annual Meeting of
Stockholders, (ii) if Form S-3 is not available to the Company for such offering of the Registrable
Securities by Executive; (iii) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in such jurisdiction
and except as may be required by the Securities Act; or (iv) if the Company has already effected
one registration on Form S-3 for Executive pursuant to this Section 2.1.




2.2 Expenses of Registration.



(a) Registration Expenses. The Company shall bear all Registration Expenses in
connection with the registration pursuant to Section 2.1.



(b) Selling Expenses. All Selling Expenses relating to securities registered on
behalf of Executive shall be borne by Executive.




2.3 Registration Procedures. In the case of each registration effected by the
Company pursuant to this Agreement, the Company will:



(a) keep Executive advised in writing as to the initiation of such registration, qualification
and compliance and as to the completion thereof;



(b) subject to the timing described in Section 2.1(a), as soon as practicable, prepare and
file with the Commission a registration statement with respect to such securities and use its
commercially reasonable efforts to cause such registration statement to promptly become and remain
effective until the earlier of (I) the sale under such registration statement of all the
Registrable Securities registered thereunder, (II) such time as Form S-3 is no longer available to
the Company for such offering of the Registrable Securities by Executive, (III) July 31, 2009; and
(IV) at such time as the Registrable Securities then held by Executive cease to be Restricted
Securities; provided, however, that if prior to the expiration of the time period specified in this
paragraph (b) Executive executes and honors a lockup agreement in accordance with Section 2.9 of
this Agreement, then the 180 day period referred to in this paragraph (b) shall be extended by the
number of days that Executive is subject to the lockup;



(c) furnish to Executive such reasonable number of copies of the final prospectus in order to
facilitate the public offering of such securities;



(d) prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement;



(e) notify Executive at any time when a prospectus relating to Registrable Securities is
required to be delivered under the Securities Act of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect, includes an untrue
statement of material fact or omits to state a material fact required to be stated therein or
necessary to make the statements made therein not misleading in the light of the circumstances then
existing; and



(f) provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the
effective date of such registration.




2.4 Indemnification.



(a) By Company. To the extent permitted by law, the Company will indemnify and hold
harmless Executive, legal counsel, accountants and agents for Executive, any underwriter (as
defined in the Securities Act) for Executive and each person, if any, who controls Executive or
such underwriter within the meaning of the Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they or any of them may become subject under
the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise from or are based upon any of the
following statements, omissions or violations (collectively a “Violation”): (i) any untrue
statement or alleged untrue statement of a material fact contained in such registration statement
(including any incorporated document), including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to make the statements
therein not misleading; or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities laws; and the Company will
reimburse Executive, legal counsel, accountants and agents and each such underwriter or controlling
person for any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 2.4(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, claim, damage, liability, or action to the extent that
it arises from or is based upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such registration by Executive,
or any legal counsel, accountant, agent or any underwriter or controlling person for Executive;
provided further, however, that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of Executive, legal counsel, accountants, agent or any
underwriter, or any person controlling any underwriter, from whom the person asserting any such
losses, claims, damages or liabilities purchased shares in the offering, if a copy of the
prospectus (as then amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of Executive or any such underwriter to
such person, if required by law to have been so delivered, at or prior to the written confirmation
of the sale of the shares to such person, and if the prospectus (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage or liability. If Executive is
represented by counsel other than counsel for the Company, the Company will not be obligated under
this Section 2.4(a) to reimburse legal fees and expenses of more than one counsel on behalf of
Executive.



(b) By Executive. To the extent permitted by law, Executive will indemnify and hold
harmless the Company, each of its directors, each of its officers who have signed the registration
statement, each person, if any, who controls the Company within the meaning of the Securities Act,
legal counsel and accountants for the Company, any underwriter (within the meaning of the
Securities Act) for the Company, any person who controls such underwriter, any other person selling
securities in such registration statement or any of its directors or officers or any person who
controls such person against any losses, claims, damages or liabilities (joint or several) to which
any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or any
state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise from or are based upon any Violation, in each case to the extent (and only
to the extent) that such Violation occurs in reliance upon and in conformity with written
information furnished by Executive expressly for use in connection with such registration; and
Executive will reimburse any person intended to be indemnified pursuant to this Section 2.4(b) for
any legal or other expenses reasonably incurred by such person in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 2.4(b) shall not apply to amounts paid in settlement of any
such loss, claim damage, liability or action if such settlement is effected without the consent of
Executive (which consent shall not be unreasonably withheld), provided, that with respect to
Executive, in no event shall any indemnity under this Subsection 2.4(b) exceed the net proceeds
from the offering received by Executive, unless such liability arises out of or is based on willful
misconduct by Executive.



(c) Procedures. Each party entitled to indemnification under this Section 2.4 (the
“Indemnified Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party’s expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Agreement unless the failure to give such notice is materially prejudicial
to an Indemnifying Party’s ability to defend such action and provided further, that the
Indemnifying Party shall not assume the defense for matters as to which there is a conflict of
interest or separate and different defenses. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.



(d) Contribution. If the indemnification provided for in this Section 2.4 is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any
loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage, or expense as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.




2.5 Information by Executive. Executive shall furnish to the Company such
information regarding Executive or the Registrable Securities held by him and the distribution
proposed by him as the Company may request in writing and only as shall be necessary to enable the
Company to comply with the provisions hereof in connection with any registration, qualification or
compliance referred to in this Agreement. Executive also agrees, if requested, to advise the
Company of sales of shares made by Executive during the term of this Agreement.




2.6 Assignment. Neither this Agreement nor any of the rights granted to Executive
hereunder are assignable by Executive.




2.7 Termination. The rights granted pursuant to this Section 2 shall terminate on
the earlier of (i) the sale under such registration statement of all the Registrable Securities
registered thereunder, (ii) such time as Form S-3 is no longer available to the Company for such
offering of the Registrable Securities by Executive, (iii) July 31, 2009, and (iv) at such time as
the Registrable Securities then held by Executive cease to be Restricted Securities; provided,
however, that if prior to the expiration of the time period specified in Section 2.3(b) Executive
executes and honors a lockup agreement in accordance with Section 2.9 of this Agreement, then the
180 day period referred to in this Section 2.7 shall be extended by the number of days that
Executive is subject to the lockup.




2.8 Material Information. In the event the Company issues to Executive a notice
under Section 2.3(e) hereof, Executive agrees not to sell or otherwise distribute any Registrable
Securities covered by the prospectus in question until such time as the Company shall have
delivered a notice stating that such prospectus no longer includes an untrue statement of material
fact or omits to state a material fact required to be stated therein or necessary to make the
statements made therein not misleading in the light of the circumstances then existing or the
Company delivers to Executive an amended prospectus that does not include an untrue statement of
material fact or omits to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading in the light of the circumstances then existing.




2.9 “Market Stand-Off” Agreement. Executive hereby agrees that he shall, to the
extent requested by the Company or an underwriter or placement agent of the Common Stock (or other
securities of the Company), enter into the same lockup agreement as is entered into by each
director of the Company in connection with a registered offering by the Company of its securities.
The underwriters in connection with an underwritten public offering by the Company are intended
third party beneficiaries of this Section 2.9 and shall have the right, power and authority to
enforce the provisions hereof as though they were a party hereto. In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with respect to the
Registrable Securities of Executive during any such market stand-off period.



3. Miscellaneous.




3.1 Governing Law. This Agreement shall be deemed to have been executed and
delivered within the State of California, and the rights and obligations of the parties hereunder
shall be construed and enforced in accordance with, and governed by, the laws of the State of
California without regard to principles of conflict of laws.




3.2 Arbitration. As a material inducement to enter into this Agreement, to the
fullest extent allowed by law, any controversy, claim or dispute between Executive and the Company
(and/or any of its owners, directors, officers, employees, agents, or related entities) relating
to or arising out of the terms hereof or of Executive’s employment or the cessation of that
employment will be submitted to final and binding arbitration before a single neutral arbitrator
in Orange County, California for determination in accordance with the American Arbitration
Association’s (“AAA”) National Rules for the Resolution of Employment Disputes, as the exclusive
remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct
discovery to the same extent as would be permitted in a court of law. The arbitrator shall issue
a written decision, and shall have full authority to award all remedies which would be available
in court. The Company shall pay the arbitrator’s fees and any AAA administrative expenses. Any
judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Possible disputes covered by the above include (but are not limited to) breach of
contract, torts, violation of public policy, discrimination, harassment, or any other terms or
conditions hereof or employment-related claims or any other statutes or laws relating to an
employee’s relationship with his/her employer, regardless of whether such dispute is initiated by
Executive or the Company. Thus, this bilateral arbitration agreement fully applies to any and all
claims that the Company may have against Executive, including but not limited to, claims for
misappropriation of Company property, disclosure of proprietary information or trade secrets,
interference with contract, trade libel, conversion, breach of fiduciary duty, gross negligence,
or any other claim for alleged wrongful conduct or breach of the duty of loyalty by an employee.
BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH EXECUTIVE AND THE COMPANY GIVE UP ALL
RIGHTS TO TRIAL BY JURY. This bilateral arbitration agreement is to be construed as broadly as is
permissible under relevant law. 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.




3.3 Entire Agreement; Amendment. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects hereof. This
Agreement or any term hereof may be amended, waived, discharged or terminated by a written
instrument signed by the President of the Company and Executive.




3.4 Notices, etc. All notices and other communications required or permitted
hereunder shall be deemed given if in writing and mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to Executive, at such
address as set forth on the signature page attached to this Agreement, or at such other address as
Executive shall have furnished to the Company in writing, or (b) if to the Company, at the address
of its principal offices and addressed to the attention of the Corporate Secretary or at such
other address as the Company shall have furnished to Executive.




3.5 Severability. If any provision of this Agreement or the application thereof is
held invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the
provisions of this Agreement are declared to be severable.




3.6 Counterparts. This Agreement may be executed in counterparts, and each
counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of
such signed counterparts may be used in lieu of the originals for any purpose.




3.7 Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.



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IN WITNESS WHEREOF, the undersigned has executed this REGISTRATION RIGHTS AGREEMENT as of the
date set forth above.



	 	 	 
	“COMPANY”

	 	MEADE INSTRUMENTS CORP.,

a Delaware corporation
	 
	 	 
	
 
	 	/s/ Mark D. Peterson
	
 
	 	 
	
 
	 	Name: Mark D. Peterson

Title: SVP, General Counsel and Secretary
	 
	 	 
	“EXECUTIVE”

	 	/s/ Steven Murdock
	
 
	 	 
	
 
	 	Steven Murdock
	 
	 	 







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