EX-10.96






Exhibit 10.96




CODE OF ETHICAL STANDARDS AND BUSINESS PRACTICES





	I.	 	Introduction





Meade has prepared the following Code of Ethical Standards and Business Practices (“Code of
Conduct”) to reaffirm the policies and business practices that apply throughout the Company,
including all subsidiaries and divisions. Every employee of the Company, including each executive
and financial officer, has an obligation to abide by this Code of Conduct. This Code of Conduct
reaffirms the Company’s commitment to the highest levels of business and ethical practices. The
Company requires its employees to exhibit a high degree of personal and professional integrity at
all times and to exercise sound and independent business judgment. In addition to the Code of
Conduct, all employees shall be subject to all applicable Company policies and procedures as such
are defined for each specific Company facility or in the specific facility’s Employee Manual, if
applicable. Noncompliance with any part of this Code of Conduct is sufficient grounds for
disciplinary action, up to and including termination.




	II.	 	Ethics Review Team and Audit Committee Matters





A. Ethics Review Team. To ensure that employees fully understand the Code of Conduct
and have an opportunity to discuss issues and concerns arising from the Code, the Company has
created a Company Ethics Review Team at its office in Irvine, California. The Company Ethics
Review Team will consult in a confidential manner (to the extent practicable) on specific issues
and on matters of policy. The Team consists of the Company’s Legal Department, the Chief Financial
Officer and the Controller. Employees can approach any member of the Ethics Review Team with
questions or concerns regarding this Code of Conduct. Any good faith communications of violations
of the Code will be kept confidential to the extent practicable.



B. Audit Committee Matters. Anyone who has a concern about the Company’s accounting,
internal accounting controls, auditing matters or matters concerning the rules and regulations of
the Securities and Exchange Commission (“SEC”), may communicate that concern directly to the Audit
Committee through the Company Corporate Governance Hotline at (800) 541-4708. This hotline is
accessible 24 hours a day, 7 days a week, 365 days a year. Communications about these matters may
be confidential or anonymous. The call will be digitally recorded and routed to members of the
Audit Committee via email or transcript. The status of all outstanding concerns addressed to the
Audit Committee will be reported to the full Board of Directors on a periodic basis. The Audit
Committee may direct special treatment, including the retention of outside advisors or counsel, for
any concern addressed to them, as deemed appropriate. No retaliation or adverse action will be
taken against anyone for raising or helping to resolve an integrity concern. Employees with
questions or concerns that are not related to accounting, internal accounting controls, auditing
matters or SEC rules or regulations should contact a member of the Ethics Review Team.




	III.	 	Professional Conduct





A. Compliance with Laws: Employees of the Company shall conduct their business
affairs in accordance with applicable laws in which the Company does business and shall observe the
highest standards of business ethics. The use of Company funds, services or assets for any
unlawful or improper purpose is strictly prohibited. No employee shall engage in purchasing
privileges or special benefits on behalf of the Company through the payment of bribes, gratuities
or other forms of payoff. No employee shall accept payments or other benefits from any party in
violation of any law or in violation of this Code of Conduct.




	 	B.	 	Dealings with Vendors/Suppliers:






1. Gifts: It is improper and against Company policy to solicit, offer, or
accept, directly or indirectly, any tip, gift, favor, loan, or other item of significant
monetary value in order to influence a business decision or receive any financial enrichment
beyond normal compensation provided by Meade. Business meals are considered an acceptable
practice provided the nature and amount of such meals is not material. If an individual
presses an employee to accept a gift, the employee should thank that individual, but explain
the Company’s policy regarding the acceptance of gifts. If, however, it would be
discourteous to not accept a gift, then the employee shall accept the gift on behalf of the
Company and immediately turn over the gift to his or her supervisor, as Company property,
for distribution as determined appropriate by Company management.




2. Selection of Vendors/Suppliers: Wherever practicable, Vendors/Suppliers
shall be selected by fair and open competitive bids. The selection of a Vendor/Supplier
must be based on quality, need, performance and cost. All purchases from Vendors/ Suppliers
shall be in accordance with the Company’s purchasing policies. In dealing with
Vendors/Suppliers, it is the responsibility of all employees to promote the best interests
of the Company, within legal limits, through aggressive attention to opportunities and the
obtaining of fair terms and treatment for the Company.




3. Improper Influence: Gifts or entertainment provided by Vendors/Suppliers
shall not be accepted in exchange for Company resources and/or merchandise. No gifts or
entertainment shall be accepted with the understanding that the provider shall receive or
continue to receive business from the Company. Vendors/Suppliers shall not be selected
based upon the gift giving and/or entertainment practices of the Vendor/Supplier.




	 	C.	 	Conflicts of Interest:






1. Definition: A conflict of interest exists in any situation in which the
Company has an interest and the interest (personal or financial) of an employee is or may
also be involved. A conflict of interest is deemed to exist whenever an employee is in a
position, as a result of the nature or responsibilities of his or her employment with the
Company, to further any personal or financial interest of the employee or a member of the
employee’s family. Any situation which may be construed to be a conflict of interest should
be avoided. If an employee believes he/she or another employee is involved in a conflict of
interest or a potential conflict of interest, the employee must consult with a member of the
Ethics Review Team who shall have authority to approve or disapprove of any such conflict of
interest or potential conflict of interest.




2. Examples: Set forth below are four areas where conflicts may arise, although
these examples are not a comprehensive list of possible conflicts of interest.




(i) Outside Business Activities/Interests: Acting as a director,
officer, consultant, agent, employee or in some other capacity for a person or firm
with whom the Company does business or with any competitor of the Company may
constitute a conflict of interest. Family businesses or other businesses in which
an employee participates as an owner, a partner, director, officer, employee,
consultant or shareholder and which may create a conflict of interest and/or may
interfere with the employee’s duties to the Company must be disclosed in writing to
the Ethics Review Team. The Ethics Review Team shall determine whether or not an
outside business activity of interest creates a conflict of interest and/or
interferes with the employee’s job.




(ii) Investing in Vendors/Suppliers: No employee shall invest in any
security (stocks, bonds, options, short sales, etc.) or lend money or otherwise
invest in a Vendor/Supplier, its parent company, or any subsidiaries, unless the
aggregate of the amount invested constitutes not more than one percent (1%) of the
outstanding debt or equity of the Vendor/Supplier.




(iii) Buying Merchandise and Other Tangible Property or Obtaining Services
from Vendors/Suppliers for Personal Use: Employees may not purchase for their
or another’s personal use products/services from Vendors/Suppliers at a price which
is less than the normal price at which such product/service is sold by the
Vendor/Supplier to persons not affiliated with customers of the Vendor/Supplier
without the prior consent of the Ethics Review Team. Such purchases are
discouraged. The request for any such purchases must be detailed in writing to the
Ethics Review Team prior to ordering or receiving the products/services.



D. Outside Employment: Outside employment may create a conflict of interest and/or
may interfere with the employee’s duties to the Company. All employees should be highly sensitive
to the potential for conflict and/or interference if they accept outside employment.



E. Public Filings and Communications: It is Meade’s policy to provide full, fair,
accurate, timely and understandable disclosure in all reports that it files with, or submits to,
the SEC, as well as in all of its other public communications. It is the responsibility of all
personnel involved in or responsible for the preparation of such reports and communications,
including the Company’s executive and financial officers, to use their best good faith efforts to
ensure that all reports and communications meet the above standards. In addition, anyone who
becomes aware of any material misstatement or omission in the Company’s filings or other outside
communications should contact the Ethics Review Team or the Company Corporate Governance Hotline as
discussed in Section II B above. In addition, in connection with its public communications, the
Company is required to comply with a rule under the federal securities laws referred to as
Regulation FD (which stands for “fair disclosure”). Regulation FD provides that, when the Company
discloses material, non-public information about the Company to securities market professionals or
any shareholder (where it is reasonably foreseeable that the shareholders will trade on the
information), it must also disclose the information to the public. Employees who receive inquiries
about the Company or its securities from securities analysts, reporters, investors, potential
investors or others should decline to comment. Employees should direct all inquiries from such
persons to the Chief Financial Officer. All media inquires should be directed to the Investor
Relations Department.



F. Accurate Records: All assets, liabilities, expenses and transactions shall be
recorded in the Company’s regular books of account in accordance with Generally Accepted Accounting
Principles consistently applied. No undisclosed or unrecorded fund or asset of the Company, its
subsidiaries, or affiliates shall be established or maintained for any purpose. Documentation of
all business transactions shall describe the pertinent events. No false or artificial entries
shall be made in the books and records of the Company for any reason. No payment shall be approved
or made with the intention or understanding that any part of such payment is to be used for any
purpose other than that described by the applicable document.



G. Payments to Government Personnel: No payment shall be made directly or indirectly
to influence or obtain favorable action by a government agency, anyone in public office or any
candidate for public office. This policy is not intended to prohibit limited political
contributions (such as attending political fund raisers). However, in cases of promotional
activity or political contributions, care should be exercised so that no action by a Company
employee is perceived as an attempt to influence government decisions in matters affecting the
Company. Any personal contribution to any political candidate, party or organization shall not be
represented as a contribution from the Company.



H. Commercial Bribery: No employee or agent of the Company shall engage in
soliciting, receiving, or accepting, directly or indirectly, any bribe, kickback or other
inappropriate payment or benefit from any employee or agent of any current or prospective Company
vendor, supplier, landlord, lessee, competitor, or other person or entity in respect of any matter
related to the Company.



I. Equity Compensation Award Guidelines: All equity compensation awards granted to
any employee, officer, director or consultant of the Company shall be in compliance with the
Company’s Equity Compensation Award Guidelines, including, without limitation, ensuring 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.



J. Honesty: Each employee must ensure that the highest level of honesty and integrity
is maintained in the exercise of the employee’s daily responsibilities. Examples of conduct that
are considered to violate this standard include, but are not limited to:




	 	•	 	Knowingly issuing or approving a report or document containing incorrect or
misstated data;






	 	•	 	Knowingly making false or inaccurate entries in the books and/or records of the
Company;






	 	•	 	Knowingly making or authorizing any payment by the Company with the intention or
understanding that all or any part of the payment is to be used for any purpose other
than that described by the documents supporting the payment;






	 	•	 	Knowingly misstating inventory, accounts payable, cash capital expenditures or any
balance sheet account;






	 	•	 	Knowingly misstating or omitting to state to the employee’s supervisor information
material to the business of the Company or the supervisor’s understanding of the same;






	 	•	 	Knowingly making false or misleading statements, written or oral, to any supervisor,
internal or external accountant or auditor with respect to the Company’s books and
records, financial statements or documents filed with the SEC;






	 	•	 	Deliberate disregard for policies or procedures in order to improve a result
regardless of whether or not the effect is positive or negative upon the Company.





Obviously, all situations cannot be covered by a policy statement. Good judgment coupled with
a high sense of personal integrity is the best policy. Where situations arise that appear
“uncertain”, the employee should consult with the Ethics Review Team for guidance.




	IV.	 	Employment Matters





A. Standards of Conduct: Meade strives to maintain a positive work environment.
To achieve this goal the Company encourages courteous and respectful behavior, responsible attitude
toward work and respect for other employees, customers, vendors and Company property. Meade
expects all employees to observe a reasonable standard of job performance and good conduct. Unless
otherwise set forth in writing, all employees at Meade are employed on an at-will basis. Either
the employee or the Company may terminate the employment relationship at any time, with or without
cause and with or without prior notice. The Company reserves the right to terminate any employment
relationship, to demote, or to otherwise discipline an employee without resort to any progressive
disciplinary procedures.



B. Independent Contractors: Employees shall not be hired, retained or used as
independent contractors by the Company without the prior written approval of both their supervisor
and the Company’s Ethics Review Team. Employees whose services are needed beyond the scope or time
of employment should be used on an overtime or equivalent basis.



C. Employment of Relatives: The employment of relatives in the same area of an
organization may cause serious conflicts and problems with favoritism and employee morale. In
addition to claims of favoritism at work, personal conflicts from outside the work environment can
be carried into day-to-day working relationships. Relatives of persons currently employed by Meade
may be hired only if they will not be working directly for, supervising, or working in the same
department as, a relative. Meade employees cannot be transferred into such a reporting
relationship. In other cases where a conflict or the potential for conflict arises, even if there
is no supervisory relationship involved, the parties may be separated by reassignment or
termination from employment. For the purposes of this policy, a relative is any person who is
related by blood or marriage, or whose relationship with the employee is similar to that of persons
who are related by blood or marriage.



D. Consultants: Agreements by the Company with consultants, agents, and
representatives shall clearly set forth the actual services to be performed, the basis for earning
the fee involved and all other terms and conditions. Payments must be reasonable in amount and
bear a reasonable relationship to the value of the services rendered. No employee shall knowingly
permit any consultant, agent and representative to take actions on behalf of the Company that would
be in violation of this Code of Conduct.



E. Non Solicitation: Solicitation or distribution in any way connected with the
sale of any goods or services for profit is strictly prohibited anywhere on Company property at any
time. Similarly, solicitation or distribution of literature for any purpose by non-employees is
strictly prohibited on Company property at any time. The Company has bulletin boards located
throughout the facility for the purpose of communication with employees. Postings on these boards
are limited to Company-related material including statutory legal notices, safety and disciplinary
rules, Company policies, memos of general interest relating to the Company, local operating rules,
and other similar items. All postings require the prior approval of the Human Resources Department
or an Executive Officer of the Company. No postings will be permitted for any other purpose.
Employees may distribute or circulate non-Company written materials only during non-working
time and only in non-work areas. If unclear whether an area is a work or non-work area,
employees should consult the Human Resources Department for clarification.



F. Harassment: Meade is committed to providing a work environment that is free of
harassment of any kind. In order to maintain this commitment, the Company has a strict policy
prohibiting harassment of any kind, including, without limitation, sexual harassment (please see
the Company’s Employee Manual for a more complete definition of harassment). Any employee who
believes he/she has been harassed by a co-worker, supervisor/manager, vendor, supplier or customer
should promptly report the facts of the incident, and the names of the individuals involved, to
his/her supervisor or, depending on the circumstances, directly to the Human Resources Department
who will investigate all such claims and take appropriate corrective action. An employee can make
this report without fear of retaliation. The Company has taken in the past, and will continue to
take, prompt and necessary steps to investigate and, where appropriate, correct any situation
involving harassment of any kind.



G. Equal Employment Opportunity: Meade has a policy of ensuring that all employees
and potential employees are considered for all positions on the basis of their qualifications and
abilities. Additionally, the Company does not discriminate in any way in regard to race, color,
sex, religion, pregnancy, ancestry, age, national origin, citizenship status, veteran status,
sexual orientation, marital status or physical or mental disability.




	V.	 	ANTITRUST LAWS





This Code of Conduct is not intended as a comprehensive review of the antitrust laws, and is not a
substitute for expert advice. If any employee has questions concerning a specific situation, he or
she should contact the Ethics Review Team or Legal Department before taking action.



The federal government, most state governments, the European Economic Community and many foreign
governments have enacted antitrust or “competition” laws. These laws prohibit “restraints of
trade”, which is certain conduct involving competitors, customers or suppliers in the marketplace.
Their purpose is to ensure that markets for goods and services operate competitively and
efficiently, so that customers enjoy the benefit of open competition among their suppliers and
sellers similarly benefit from competition among their purchasers. In the United States and some
other jurisdictions, violations of the antitrust laws can lead to substantial civil liability –
triple the actual economic damages to a plaintiff. Moreover, violations of the antitrust laws are
often treated as criminal acts that can result in felony convictions of both corporations and
individuals.



Strict compliance with antitrust and competition laws around the world is essential. These laws are
very complex. Some types of conduct are always illegal under the antitrust laws of the Untied
States and many other countries. Employees and other representatives of the Company must be alert
to avoid such conduct. Examples include:




	 	A.	 	Agreements with Competitors:






	 	•	 	to set prices or any other economic terms of the sale, purchase or license of goods
or services;






	 	•	 	on any terms of a bid or whether or not to bid;






	 	•	 	to allocate or limit customers, geographic territories, products or services, or not
to solicit business from each other; and






	 	•	 	to limit production volume or research and development, to refrain from certain
types of selling or marketing of goods or services, or to limit or standardize the
features of products or services.






	 	B.	 	Illegal Agreements with Customers or Licensees related to Minimum Resale
Prices of the Company’s Goods or Services:





Other activities are not absolutely illegal, but will be legal in some market situations and
illegal in others. Some of these types of conduct involve agreements with third parties such as
competitors, customers, suppliers, licensees or licensors. Others involve unilateral actions that
may result in claims that the Company has monopolized or attempted to monopolize a market. Care
should be taken to avoid any illegal or unethical actions related to such activities. Examples of
these types of conduct are described below:




	 	•	 	“Predatory” pricing, or pricing below some level of cost, with the intention to
drive out competition from the market;






	 	•	 	Reciprocal purchase agreements that condition the purchase of a product on the
seller’s agreement to buy products from the other party;






	 	•	 	“Tying” arrangements, in which a seller conditions its agreement to sell a product
or service that the buyer wants on the buyer’s agreement to purchase a second product
that the buyer would prefer not to buy or to buy elsewhere on better terms;






	 	•	 	“Bundling” or market share discounts in which the final price depends on the
customer’s purchase of multiple products or on allocating a specified percentage of its
total purchases to the Company’s products; and






	 	•	 	“Price discrimination,” or selling to different purchasers of the Company’s products
at different prices or on other different economic terms of the purchase, or offering
different promotional allowances or services in connection with the customer’s resale
of the products, without complying with the specific exceptions permitted under the
law.






	VI.	 	INTERNATIONAL OPERATIONS





Laws and customs vary throughout the world, but all employees must uphold the integrity of the
Company in other nations as diligently as they would do so in the United States. When conducting
business in other countries, it is imperative that employees be sensitive to foreign legal
requirements and United States laws that apply to foreign operations, including the Foreign Corrupt
Practices Act. The Foreign Corrupt Practices Act generally makes it unlawful to give anything of
value to foreign government officials, foreign political parties, party officials, or candidates
for public office for the purposes of obtaining, or retaining, business for the Company. Employees
should contact the Ethics Review Team or Legal Department if they have any questions concerning a
specific situation.




	VII.	 	CONFIDENTIALITY OF INFORMATION





Except as required in carrying out the employee’s duties in the normal and proper course of
employment, and except as required by law, no employee during his or her employment or after he or
she leaves the employ of the Company may use or disclose to others any “Confidential Information”
relating to the Company, its subsidiaries and affiliates, or any of the Company’s vendors,
suppliers or customers, regardless of the source of such information or the method of its
acquisition. Violation may result in prosecution of the individual under any applicable civil or
criminal statute. Employees should be guided by the general principle that the Company considers
Confidential Information any information that is neither officially or publicly disclosed nor is
common knowledge and which might be useful to or desired by others. “Confidential Information”
includes, without limitation, information regarding Company business plans and strategies, same
store sales, capital investments, per capita spending, financial data and projections, marketing
information, personnel information, critical sales data, vendor lists, customer lists, systems,
formulas, models, spreadsheets, techniques, manufacturing methods and other types of confidential
data that individuals come in contact with in the course of their daily employment unless such
information has been publicly disclosed. In addition, individuals who terminate their employment
or who are terminated are bound to maintain the confidentiality of this material.



The Company believes that Confidential Information pertaining to personal health, performance
evaluations, promotability, and compensation data also must be maintained in a confidential manner
for the protection of individual privacy. Access to this type of information is restricted to
individuals so authorized. In the case of performance, promotability, and salary data, this access
is limited to employees responsible for such data or employees who are authorized or directed to
inquire about, or collect such data, such as the employee’s supervisor, Officers, Human Resources
and other authorized management personnel. As such, in order to ensure the ongoing confidentiality
of this type of information, it is the Company’s policy and the obligation of each management
employee to protect and preserve the confidentiality of these types of data. All Confidential
Information developed by an employee during the course of employment with Company resources is the
property of the Company.



Individuals are also prohibited from talking to the press or being a source of information for
the press unless they have been expressly authorized as a spokesperson by the Company. Any press
inquiries should be directed to an Executive Officer of the Company or to their designee.




	VIII.	 	AUTHORIZED USE OF COMPANY PROPERTY





A. Trademarks, Service Marks and Copyrights:



Trademarks and service marks — words, slogans, symbols, logos or other devices used to identify a
particular source of goods or services — are important business tools and valuable assets which
require care in their use and treatment. No employee may negotiate or enter into any agreement
respecting the Company’s trademarks, service marks or logos without first consulting the Legal
Department. The Company also respects the trademark rights of others and any proposed name of a
new product, financial instrument or service intended to be sold or rendered to customers must be
submitted to the Legal Department for clearance prior to its adoption and use. Similarly, using
the trademark or service mark of another company, even one with whom our Company has a business
relationship, always requires clearance or approval by our Legal Department, to ensure that the use
of that other Company’s mark is proper.



Employees must avoid the unauthorized use of copyrighted materials of others and should confer with
the Legal Department if they have any questions regarding the permissibility of photocopying,
excerpting, electronically copying or otherwise using copyrighted materials. In addition, simply
because material is available for copying, such as matter downloaded from the Internet, does not
mean that it is automatically permissible to copy. All copies of work that is authorized to be
made available for ultimate distribution to the public, including all machine readable works such
as computer software, must bear the prescribed form of copyright notice.



The Company is legally entitled to all rights in ideas, inventions and works of authorship
relating to its business that are made by employees during the scope of their employment with the
Company or using the resources of the Company (“Employee Developments”). As a condition of
employment, employees are required to promptly disclose all Employee ideas to their supervisor, and
to execute the necessary documentation to transfer all Employee Developments to Meade to evidence
their ownership, or to obtain legal protection for them.



B. Telephone, Electronic Mail, Voice Mail and Internet:



Meade maintains electronic mail (e-mail), voice mail and Internet access systems to assist
employees in the conduct of business within the Company. The Company has established this policy
with regard to access, review or disclosure of electronic, voice mail messages created, sent or
received by Company employees and Internet access and usage using the Company’s electronic, voice
mail and/or Internet systems. The Company has determined the following policy to be followed by
employees with access to the telephone, e-mail and/or voice mail systems at Meade:




	 	•	 	The telephone, e-mail and voice mail systems hardware are
Company property. Additionally, all messages composed,
sent, or received on the electronic mail and/or voice mail
systems are and remain the property of the Company. They
are not the private property of any employee.






	 	•	 	The use of the telephone, e-mail, voice mail, and/or
Internet system is reserved solely for the conduct of
business at the Company. These systems may not be used for
personal business. They may not be used to solicit or
proselytize for commercial ventures, religious or political
causes, outside organizations or other non-job-related
solicitations.






	 	•	 	The e-mail, voice mail and/or Internet systems are not to be
used to create any offensive or disruptive messages. Among
those which are considered offensive are any messages that
contain sexual implications, racial slurs, gender-specific
comments, or any other comments that offensively address
someone’s age, sexual orientation, religious or political
beliefs, national origin or disability.






	 	•	 	The e-mail, voice mail and/or Internet system may not be
used to send (upload) or receive (download) copyrighted
materials, trade secrets, proprietary financial information,
or similar materials without prior authorization from the
Company’s General Counsel or President.






	 	•	 	The Company reserves the right to review, copy, delete,
audit, intercept, access and disclose all messages created,
received or sent or stored in the e-mail, voice mail and/or
Internet systems for any purpose. The contents of any
e-mail, voice mail and/or Internet message or information
properly obtained for legitimate business purposes may be
disclosed without permission of the employee who generated
it.






	 	•	 	The confidentiality of any message should not be assumed.
Even when a message is erased, it is still possible to
retrieve and read, or listen to, that message. Further, the
use of passwords for security does not guarantee
confidentiality.






	 	•	 	Notwithstanding the Company’s right to retrieve and read any
e-mail messages or listen to any voice mail messages, such
messages should be treated as confidential by other
employees and accessed only by the intended recipient or by
management. Employees are not authorized to retrieve or
read any e-mail or voice mail messages that are not sent to
them unless expressly instructed to do so by the intended
recipient.






	 	•	 	In addition, employees are not authorized to retrieve, read
and/or down/up-load any computer data files that are not
their own. Any exception to these policies must receive
prior approval from the MIS department or the President.






	 	•	 	Employees may not use a password or code, access a file or
retrieve any stored information unless authorized in advance
to do so. All computer passwords must be provided to
supervisors. No password may be used that is unknown to the
Company as passwords are designed to minimize unauthorized
access only.






	 	•	 	The Company reserves the right to monitor voice mail
communications and maintains the right of access to business
related information and materials on a need-to-know basis.
If and when engaged, the monitoring of the voice mail system
is conducted by recording voice mail messages and then
listening to those messages at a later time for legitimate
business purposes such as training, productivity standards,
quality control, security, and/or performance evaluation.






	 	•	 	The Company reserves the right to monitor employee Internet
usage, including the time spent on-line and the sites
accessed to maintain system integrity and ensure that users
are using the system appropriately, responsibly and in
accordance with Company policy and procedures.






	 	•	 	Employees should also be aware that out-going telephone
calls are logged by the Company for management review.
Included in the information provided to the Company are the
telephone numbers dialed, call destinations, call frequency
and the duration of each call. This information should not
be considered confidential by Meade employees.
IX. DOCUMENT RETENTION





The space available for the storage of Company documents, both on paper and electronic is
limited and expensive. Therefore, periodic discarding of documents is necessary. On the other
hand, there are legal requirements certain records be retained for specific periods of time.
Employees who are unsure about the need to keep particular documents should consult with their
supervisor or the Legal Department, so that a judgment can be made as to the likelihood that the
documents will be needed.



Whenever it becomes apparent that documents of any type will be required in connection with a
lawsuit or government investigation, all possibly relevant documents should be preserved, and
ordinary disposal or alteration of documents pertaining to the subjects of the litigation or
investigation should be immediately suspended. If an employee is uncertain whether documents under
his or her control should be preserved because they might relate to a lawsuit or investigation, he
or she should contact the Legal Department.




	X.	 	INSIDER TRADING





For as long as the Company’s securities are publicly traded, all directors and officers of the
Company and its affiliates, as well as all employees with access to material, non-public
information relating to the Company or a publicly traded company doing business with the Company
(“Inside Information”), are prohibited from using such Inside Information in connection with buying
or selling the Company’s stock or the stock of the other company. Employees with Inside
Information are also prohibited from providing other people who are not entitled to receive it in
connection with a valid business purpose with Inside Information. Noncompliance with this policy
will be grounds for disciplinary action, up to and including termination, and possibly civil and
criminal penalties under federal and state securities laws.



An employee who has any questions about the meaning of this subject or how it applies in a
particular instance should call the Company’s Legal Department.



To help avoid mistakes that could severely damage the Company and subject an employee to
disciplinary action and possible penalties, the following is a brief summary of the law of insider
trading. It is not an exhaustive treatment of this subject, nor does it set forth precise rules.
Because this area of the law is complex and evolving rapidly, sound judgment is more important than
attempts to formulate and apply precise guidelines. An employee who has questions about this
subject should consult his or her own counsel or the Company’s Legal Department. Accordingly, the
following information is provided only to increase sensitivity and awareness so that appropriate
action (which often includes seeking expert guidance) can be taken on a timely basis.




	 	A.	 	Definition of Insider Trading





“Insider trading” is trading securities while in possession of Inside Information in violation
of a legal duty owed to public investors or to the source of the information. “Inside Information”
is information that is not generally available to the public and that might have an effect on the
market price of a stock, bond, option, or other security, or might be important to a reasonable
investor in deciding to buy, sell, or hold the security.



The duty not to trade while one has Inside Information is based on the notion of simple
fairness. An investor with such information cannot buy or sell the security until the information
has been appropriately disseminated to the securities trading markets. This usually takes between
one and three days, depending on the complexity of the information disclosed.




	 	B.	 	Examples of Inside Information





The following is a list of some of the kinds of information that might (depending on the
circumstances) be considered material and thus considered Inside Information:




	 	•	 	Increased or decreased earnings of the Company or an entity doing business with the
Company.






	 	•	 	A pending or potential significant acquisition or disposition by the Company or
another entity doing business with the Company.






	 	•	 	Significant changes in the Company’s relationship with its primary lender or
significant customers or suppliers.






	 	•	 	Material legal actions filed or threatened against the Company or material
developments with respect to any such actions.






	 	•	 	A material change, either up or down, in the Company’s business or in the business
of another entity doing business with the Company.






	 	•	 	Anything that is likely to affect the market price of the Company’s stock, either
negatively or positively.






	 	•	 	Any non public information that a reasonable investor would find useful information
in deciding whether or not to invest in the Company.






	 	C.	 	Tipper-Tippee Liability





It is also illegal for an employee to give Inside Information to a friend, relative, or anyone
else who buys or sells a security on the basis of that information. If an employee gives Inside
Information to another person, the employee is a “tipper.” The person to whom the employee gives
the information is the “tippee.” The employee does not have to misuse the Inside Information
itself to be guilty of tipping. Simply suggesting to another person that he or she buy or sell the
security, while one has Inside Information, is sufficient to be a violation, even though one does
not tell them why one is making the suggestion. Insider trading cases are often looked at with the
benefit of hindsight, and the law is changing rapidly (sometimes at the expense of persons who
thought they were relatively safe). Accordingly, Company personnel should treat tips and
information as if revealing them would result in the violation of the insider trading rules.




	 	D.	 	Penalties for Insider Trading





Employees may be subject to civil and criminal penalties for insider trading violations.
Civil penalties may be imposed for up to the greater of three times the profits made (or losses
avoided) or $1,000,000. These penalties are in addition to the possibility of having to give up
the actual profits made.



The government may also seek an injunction, bring administrative proceedings and seek criminal
prosecutions. These may result in fines or imprisonment, or both. The maximum criminal fine for
violation of the federal insider trading laws is $1,000,000 for individuals and $2,500,000 for
corporations. The maximum jail term is ten years.



In addition to the penalties an employee could personally face for trading on Inside
Information, any employee violating the insider trading laws may also cause the Company to be
liable for the employee’s actions.




	 	E.	 	Blackout Period





Regardless of whether or not an employee is privy to Insider Information and because the mere
appearance of impropriety in this regard is damaging, please be advised that it is Company policy
that a black-out (or non-trading) period is in effect, and employees may not trade any shares (or
exercise any options), between:




	 	•	 	the time the market opens 14 calendar days prior to the end of each fiscal quarter;
and






	 	•	 	the time the market opens on the second day after earnings for such fiscal quarter
have been publicly announced.





The Company’s fiscal quarters end May 31, August 31, November 30 and February 28 (29) of each
year. In other words, employees (i) may not ever trade on Inside Information and (ii) even
if they are not aware of any Inside Information, employees may not trade during the
black-out periods outlined above.




	XI.	 	REPORTING VIOLATIONS






	 	A.	 	Employee Responsibilities.





The Company is committed to establishing a culture that promotes prevention, detection and
resolution of instances of conduct within the Company that do not conform to our policies or state
and federal laws and regulations. Every employee has a responsibility to promptly report any
instances of misconduct to:





	 	•	 	His or her immediate supervisor;






	 	•	 	A member of the Ethics Review Team;






	 	•	 	A member of the Audit Committee; or






	 	•	 	The Company Corporate Governance Hotline.





Any good faith communication of violations will be kept confidential to the extent
practicable; however, in order to properly address any potential violation or concern
confidentiality may not be possible. Concerns about accounting, internal accounting controls, SEC
matters, or auditing matters may be brought directly to the attention of the Audit Committee on a
confidential or anonymous basis as set forth in Section II B above.




	 	B.	 	Supervisor and Manager Responsibilities.





All supervisory and management personnel of the Company are responsible for compliance with
and enforcement of this Code of Conduct. Such responsibilities include an active effort to ensure
employees under their supervision have the appropriate knowledge in order to comply with such
standards and practices. Supervisors and managers who receive reports from employees that involve
questions about the Company’s financial statements or financial reporting should immediately report
the information to the Audit Committee. Any other reports that the supervisor or manager believes
may involve a breach of this Code of Conduct or other Company policies should be reported promptly
to the Ethics Review Team or the Board of Directors.




	 	C.	 	Nonretaliation for Reporting of Violations. 





The Company understands that individuals may not report concerns if they feel they will be
subject to retaliation, retribution, or harassment for such reports. Therefore, Company employees,
including Executive Officers and other supervisors or managers, are strictly prohibited from
engaging in retaliation, retribution, or any form of harassment directed against anyone who reports
a compliance concern in good faith. Any employee, including any officer or supervisor, who engages
in such actions (including discharge, demotion, suspension, threatening, harassing, or in any other
manner discriminating against a reporting person because of any lawful act done by the reporting
person) shall be subject to discipline, up to and including dismissal of the employee. Any
instances of retaliation, retribution, or harassment against reporting persons should be brought to
the attention of the Ethics Review Team or the Board of Directors, who will investigate the matter
and determine the appropriate remedies or sanctions, if any.




	XII.	 	COMPLIANCE WITH STANDARDS AND PRACTICES





A. Waivers: Any request for a waiver of any provision of this Code of Conduct by any
employee other than an Executive Officer or a senior financial officer must be in writing and
addressed to the Ethics Review Team, which shall have the sole and absolute discretionary authority
to approve any such waiver. Any request for a waiver of any provision of this Code by an Executive
Officer or a senior financial officer (including the Company’s principal financial officer,
principal accounting officer or controller, or persons serving similar functions) must be in
writing and addressed to the Board of Directors, which shall have the sole and absolute
discretionary authority to approve any such waiver. Any waiver and the grounds for such a waiver
for an Executive Officer or senior financial officer shall be publicly disclosed in accordance with
SEC and NASDAQ rules.



B. Audit Procedures: The Executive Officers or Audit Committee may, at their
discretion, from time to time, establish and disseminate additional personnel policies and
procedures or accounting and financial policies and procedures to monitor and to test compliance
with this Code of Conduct.



C. Sanctions: Any employee who has received a copy of this Code of Conduct (or
additional specific policies and procedures issued hereunder) who shall be found to have violated
these standards and practices shall be subject to immediate disciplinary action, up to and
including reassignment, demotion or, where appropriate, termination and to legal proceedings to
recover the amount of any improper expenditures and any other losses that the Company may have
incurred as a result of such violation. Violations of these standards and practices may also
result in prosecution of the individual under any applicable criminal statutes.



D. Interpretation: All questions regarding the interpretation, scope, and application
of the policies set forth in this Code of Conduct shall be referred to the Company’s Ethics Review
Team.



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Please indicate that you have received, read and will abide by this Code of Conduct by signing your
name and dating the attached acknowledgment and returning it promptly to your supervisor.



ACKNOWLEDGMENT



I certify that I have received and read and that I will abide by the Meade Instruments Corp. Code
of Conduct distributed to me on June 11, 2004.



	 	 	 
	     

(signature)

	 	     

Employee Number






     



(print your name)



Date:      




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