EX-10.94






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]