EX-10.98






Exhibit 10.98




AMENDED AND RESTATED




CHARTER OF THE COMPENSATION COMMITTEE




OF THE BOARD OF DIRECTORS




OF




MEADE INSTRUMENTS CORP.





	1.	 	Purpose. The purpose of the Compensation Committee (the “Committee”) is to discharge the
responsibilities of the Board of Directors (the “Board”) of Meade Instruments Corp. (the
“Company”) relating to compensation of the Company’s executives and directors, to produce an
annual report on executive compensation for inclusion in the Company’s proxy statement, in
accordance with applicable rules and regulations, and to take such other actions within the
scope of this Charter as the Committee deems necessary or appropriate.






The Company’s compensation policies should be designed to allow the Company to recruit and
retain superior talent and create a significant direct relationship between pay and benefit
levels and performance. Compensation payable to the Company’s executives should provide
overall competitive pay and benefit levels, create proper incentives to enhance the value of
the Company, and reward superior performance.




	2.	 	Membership. The Committee will be comprised of two or more directors. All members of the
Committee will be independent directors (as determined by the Board) under the independence
requirements of the NASDAQ Stock Market and applicable law, and who qualify as nonemployee
directors under Rule 16b-3 and outside directors under Internal Revenue Code Section 162(m)
and applicable law. The members of the Committee will be appointed by and serve at the
discretion of the Board. The Chairperson of the Committee will be appointed by the Board.






	3.	 	Specific Responsibilities and Duties. The Board delegates to the Committee the express
authority to do the following, to the fullest extent permitted by applicable law and the
Corporation’s Certificate of Incorporation and Bylaws:






	 	(a)	 	Compensation Policies. Develop and review, evaluate and make recommendations to
the full Board with respect to management’s proposals regarding the Company’s overall
compensation policies.






	 	(b)	 	Chief Executive Officer (“CEO”) Compensation and Goals. Develop, review and
approve goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s
performance in light of those goals and objectives, and set the CEO’s compensation level
(including, but not limited to, salary, long and short-term incentive plans, retirement
plans, deferred compensation plans, equity award plans, change in control or other
severance plans, as the Committee deems appropriate) based on this evaluation. In
determining the long-term incentive component of CEO compensation, the Committee should
consider the Company’s performance and relative stockholder return, the value of similar
incentive awards to CEOs at comparable companies, and the awards given to the Company’s
CEO in past years. The CEO may not be present during voting or deliberations on the
CEO’s compensation.






	 	(c)	 	Executive Officers. Consider and review the selection, retention and
remuneration arrangements for other executive officers and establish, review and approve
compensation plans in which any executive officer is eligible to participate. Such
remuneration arrangements can include long and short-term incentive plans, retirement
plans, deferred compensation plans, equity award plans, change in control or other
severance plans, as the Committee deems appropriate. Notwithstanding the foregoing, any
awards and contractual arrangements for the top five executive officers (including the
CEO) that are intended to be exempt under Internal Revenue Code Section 162(m) will be
reviewed and approved by the Committee.






	 	(d)	 	Incentive Compensation Plans. Make recommendations to the Board with respect to
the Company’s incentive-compensation plans and equity-based compensation plans.
Notwithstanding the foregoing, the Committee shall grant stock options and performance
based awards designed to be exempt under Internal Revenue Code Section 162(m) and shall
act as the “committee” charged with administering such incentive compensation and equity
based compensation plans as set forth therein.






	 	(e)	 	Overall Review of other Plans. Except as otherwise determined by the Board,
review the other compensation plans of the Company in light of the Company and plan
objectives, needs, and current benefit levels, and to the extent necessary under
applicable law, approve any amendments, and review the results of the retirement plan
investments for compliance with organization policies, tax laws, the Employee Retirement
Income Security Act of 1974 (ERISA), and other legal requirements.






	 	(f)	 	Back Dating. Ensure that no equity compensation awards granted by the Company
are “backdated” which shall be defined as setting an equity compensation award grant
date or exercise price with hindsight for the purpose of improperly achieving a lower
grant price.






	 	(g)	 	Board. Set the compensation for the Board and committee members.






	 	(h)	 	Succession Planning. Monitor and make recommendations with respect to succession
planning for the CEO and other officers.






	 	(i)	 	Annual Report. Produce an annual report on executive compensation for inclusion
in the Company’s proxy statement.






	 	(j)	 	Review and Publication of Charter. Review and reassess the adequacy of this
Charter as the Committee deems necessary and recommend any proposed changes to the Board
for approval. Publish the Charter as required by the rules and regulations of
applicable law and as otherwise deemed advisable by the Committee.






	 	(k)	 	Other Actions. Take such other actions as may be requested or required by the
Board from time to time.






	 	(l)	 	Recommendations. Make recommendations and report to the Board and other Board
committees with respect to compensation policy of the Company or any of the foregoing
matters.






	4.	 	Meetings. The Committee will meet with such frequency, and at such times as its Chairperson,
or a majority of the Committee, determines. A special meeting of the Committee may be called
by the Chairperson and will be called promptly upon the request of any two Committee members.
The agenda of each meeting will be prepared by the Chairperson and circulated to each member
prior to the meeting date. Unless the Committee or the Board adopts other procedures, the
provisions of the Company’s Bylaws applicable to meetings of Board committees will govern
meetings of the Committee.






	5.	 	Minutes. Minutes of each meeting will be kept with the regular corporate records.






	6.	 	Subcommittees. The Committee has the power to appoint subcommittees.






	7.	 	Reliance; Experts; Cooperation.






	 	7.1	 	Retention of Independent Counsel and Advisors. The Committee has the power, in
its discretion, to retain at the Company’s expense such independent counsel and other
advisors and experts as it deems necessary or appropriate to carry out its duties.






	 	(a)	 	Compensation Consultant. The Board delegates to the Committee the
express authority to decide whether to retain a compensation consultant to assist
in the evaluation of compensation pursuant to this Charter. If the Committee
decides in its discretion to retain such a firm, the Board delegates to the
Committee the sole authority to retain and terminate any such firm and to approve
the firm’s fees and other retention terms.






	 	7.2	 	Reliance Permitted. In carrying out its duties, the Committee will act in
reliance on management, the independent public accountants, internal auditors, and
outside advisors and experts, as it deems necessary or appropriate.






	 	7.3	 	Investigations. The Committee has the authority to conduct any investigation it
deems necessary or appropriate to fulfilling its duties.






	 	7.4	 	Required Participation of Employees. The Committee shall have unrestricted
access to the independent public accountants, the internal auditors, internal and
outside counsel, and anyone else in the Company, and may require any officer or employee
of the Company or the Company’s outside counsel or independent public accountants to
attend a meeting of the Committee or to meet with any members of, or consultants or
advisors to, the Committee.