Exhibit 10.4






Exhibit 10.4




MEADE INSTRUMENTS CORP.

RESTRICTED STOCK AWARD AGREEMENT




THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of June 29, 2011
(the “Award Date”) by and between Meade Instruments Corp., a Delaware corporation (the
“Corporation”), and John A. Elwood (“Employee”).



RECITALS




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



WHEREAS, pursuant to the Plan, the Corporation hereby grants to Employee, effective as of the
date hereof, a restricted stock award (the “Award”), upon the terms and conditions set forth herein
and in the Plan.



AGREEMENT




NOW THEREFORE, in consideration of services rendered and to be rendered by Employee, and the
mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as
follows:



1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such terms in the Plan.



2. Grant. Subject to the terms of this Award Agreement, the Corporation hereby grants
to Employee an Award with respect to an aggregate of 25,000 restricted shares of Common Stock of
the Corporation (the “Restricted Stock”).



3. Vesting. Subject to Section 8 below, the Award shall vest, and restrictions (other
than those set forth in the Plan) shall lapse, according to the following schedule:



The Award shall vest in ten equal installments with the first installment vesting on the first
anniversary of the date hereof and the remainder vesting on each of the next nine consecutive
anniversaries; provided, however, if after the date hereof the Company achieves net income for any
fiscal year of the Company (but excluding the Company’s fiscal years 2019, 2020 and 2021), as shown
on the Company’s audited consolidated financial statements for such fiscal year, the vesting of the
Award shall accelerate such that the number of shares of the Award which are unvested at the end of
such fiscal year shall vest in three substantially equal installments over the then next three
consecutive anniversaries of the date hereof.



Notwithstanding anything to the contrary in Section 6.2(b) of the Plan, upon the occurrence of
a Change of Control, the Award shall immediately vest free of restrictions, and the Board shall not
have the right to change or limit this vesting.


 


 









 





4. Continuance of Employment. Subject to Section 8 below, the vesting schedule set
forth above requires continued employment or service through each applicable vesting date as a
condition to the vesting of the applicable installment of the Award and the rights and benefits
under this Award Agreement. Partial employment or service, even if substantial, during any vesting
period will not entitle Employee to any proportionate vesting or avoid or mitigate a termination of
rights and benefits upon or following a termination of employment or services as provided in
Section 8 below or under the Plan.



Unless otherwise set forth in writing, nothing contained in this Award Agreement or the Plan
constitutes an employment or service commitment by the Corporation, affects Employee’s status as an
employee at will who is subject to termination without cause, confers upon Employee any right to
remain employed by or in service to the Corporation or any of its Subsidiaries, interferes in any
way with the right of the Corporation or any of its Subsidiaries at any time to terminate such
employment or services, or affects the right of the Corporation or any of its Subsidiaries to
increase or decrease Employee’s other compensation or benefits. Nothing in this paragraph, however,
is intended to adversely affect any independent contractual right of Employee without his or her
consent thereto.



5. Dividend and Voting Rights. After the Award Date, Employee shall be entitled to
cash dividends and voting rights with respect to the shares of Restricted Stock subject to the
Award even though such shares are not vested, provided that such rights shall terminate immediately
as to any shares of Restricted Stock that are forfeited pursuant to Section 8 below.



6. Restrictions on Transfer. Prior to the time that they have become vested pursuant
to Section 3, neither the Restricted Stock, nor any interest therein, amount payable in respect
thereof, or Restricted Property (as defined in Section 9 hereof) may be sold, assigned,
transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or
involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers
to the Corporation, or (b) transfers by will or the laws of descent and distribution.




7. Stock Certificates.



(a) Book Entry Form. The Corporation shall issue the shares of Restricted Stock
subject to the Award either: (a) in certificate form as provided in Section 7(b) below; or (b) in
book entry form, registered in the name of Employee with notations regarding the applicable
restrictions on transfer imposed under this Award Agreement.



(b) Certificates to be Held by Corporation; Legend. Any certificates representing
shares of Restricted Stock that may be delivered to Employee by the Corporation prior to vesting
shall be redelivered to the Corporation to be held by the Corporation until the restrictions on
such shares shall have lapsed and the shares shall thereby have become vested or the shares
represented thereby have been forfeited hereunder. Such certificates shall bear the following
legend:




“The ownership of this certificate and the shares of stock evidenced hereby and any
interest therein are subject to substantial restrictions on transfer under an
Agreement entered into between the registered owner and Meade Instruments
Corp. A copy of such Agreement is on file in the office of the Secretary of Meade
Instruments Corp.”


 


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(c) Delivery of Certificates upon Vesting. Promptly after the vesting of any shares
of Restricted Stock pursuant to Section 3, the Corporation shall, as applicable, either remove the
notations on any shares of Restricted Stock issued in book entry form which have vested or deliver
to Employee a certificate or certificates evidencing the number of shares of Restricted Stock which
have vested. Employee (or the beneficiary or personal representative of Employee in the event of
Employee’s death or disability, as the case may be) shall deliver to the Corporation any
representations or other documents or assurances required pursuant to the Plan. The shares so
delivered shall no longer be restricted shares hereunder.



(d) Stock Power; Power of Attorney. Concurrently with the execution and delivery of
this Award Agreement, Employee shall deliver to the Corporation an executed stock power in the form
attached hereto as Exhibit A, in blank, with respect to such shares. Employee, by acceptance of the
Award, shall be deemed to appoint, and does so appoint by execution of this Award Agreement, the
Corporation and each of its authorized representatives as Employee’s attorney(s)-in-fact to effect
any transfer of unvested forfeited shares (or shares otherwise reacquired by the Corporation
hereunder) to the Corporation as may be required pursuant to the Plan or this Award Agreement and
to execute such documents as the Corporation or such representatives deem necessary or advisable in
connection with any such transfer.



8. Effect of Termination of Employment or Services. Subject to earlier vesting as
provided in the Plan, Section 9 hereof, or in the event of a Change in Control (as discussed
below), if Employee ceases to be employed by or ceases to provide services to the Corporation or a
Subsidiary, Employee’s shares of Restricted Stock (and related Restricted Property as defined in
Section 9 hereof) shall be forfeited to the Corporation to the extent such shares have not become
vested pursuant to Section 3 upon the date Employee’s employment or services terminate. Upon the
occurrence of any forfeiture of shares of Restricted Stock hereunder, such unvested, forfeited
shares and related Restricted Property shall be automatically transferred to the Corporation,
without any other action by Employee (or Employee’s beneficiary or personal representative in the
event of Employee’s death or disability, as applicable). No consideration shall be paid by the
Corporation with respect to such transfer. The Corporation may exercise its powers under Section
7(d) hereof and take any other action necessary or advisable to evidence such transfer. Employee
(or Employee’s beneficiary or personal representative in the event of Employee’s death or
disability, as applicable) shall deliver any additional documents of transfer that the Corporation
may request to confirm the transfer of such unvested, forfeited shares and related Restricted
Property to the Corporation.



9. Adjustments Upon Specified Events. Upon the occurrence of certain events relating
to the Corporation’s stock contemplated by the Plan, the Committee shall make adjustments if
appropriate in the number and kind of securities that may become vested under the Award. If any
adjustment shall be made under the Plan or an event described in the Plan shall occur and the
shares of Restricted Stock are not fully vested upon such event or prior thereto, the restrictions
applicable to such shares of Restricted Stock shall continue in effect with respect to any
consideration or other securities (the “Restricted Property” and, for the purposes of this Award
Agreement, “Restricted Stock” shall include “Restricted Property”, unless the context
otherwise requires) received in respect of such Restricted Stock. Such Restricted Property
shall vest at such times and in such proportion as the shares of Restricted Stock to which the
Restricted Property is attributable vest, or would have vested pursuant to the terms hereof if such
shares of Restricted Stock had remained outstanding.


 


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10. Tax Withholding. The Corporation (or any of its Subsidiaries last employing
Employee) shall be entitled to require a cash payment by or on behalf of Employee and/or to deduct
from other compensation payable to Employee any sums required by federal, state or local tax law to
be withheld with respect to the vesting of any Restricted Stock. Alternatively, Employee or other
person in whom the Restricted Stock vests may irrevocably elect, in such manner and at such time or
times prior to any applicable tax date as may be permitted or required under the Plan and rules
established by the Committee, to have the Corporation withhold and reacquire shares of Restricted
Stock at their fair market value at the time of vesting to satisfy any withholding obligations of
the Corporation or its Subsidiaries with respect to such vesting. Any election to have shares so
held back and reacquired shall be subject to such rules and procedures, which may include prior
approval of the Committee, as the Committee may impose, and shall not be available if Employee
makes or has made an election pursuant to Section 83(b) of the Code with respect to such Award.



11. Notices. Any notice to be given under the terms of this Award Agreement shall be
in writing and addressed to the Corporation at its principal office to the attention of the
Secretary, and to Employee at Employee’s last address reflected on the Corporation’s payroll
records. Any notice shall be delivered in person or shall be enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly maintained by the
United States Government. Any such notice shall be deemed to have been duly given five business
days after the date mailed in accordance with the foregoing provisions of this Section 11.



12. Plan. The Award and all rights of Employee under this Award Agreement are subject
to the terms and conditions of the provisions of the Plan, incorporated herein by reference.
Employee agrees to be bound by the terms of the Plan and this Award Agreement. Employee
acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Award
Agreement. Unless otherwise expressly provided in other sections of this Award Agreement,
provisions of the Plan that confer discretionary authority on the Board or the Committee do not
(and shall not be deemed to) create any rights in Employee unless such rights are expressly set
forth herein or are otherwise in the sole discretion of the Board or the Committee so conferred by
appropriate action of the Board or the Committee under the Plan after the date hereof.



13. Entire Agreement. This Award Agreement and the Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be
amended pursuant to the Plan. Such amendment must be in writing and signed by the Corporation. The
Corporation may, however, unilaterally waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of Employee hereunder, but no such waiver shall
operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other
provision hereof.


 


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14. Counterparts. This Award Agreement may be executed simultaneously in any number
of counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.



15. Section Headings. The section headings of this Award Agreement are for
convenience of reference only and shall not be deemed to alter or affect any provision hereof.



16. Governing Law. This Award Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California without regard to conflict of law
principles thereunder.



IN WITNESS WHEREOF, the Corporation has caused this Award Agreement to be executed on its
behalf by a duly authorized officer and Employee has hereunto set his or her hand as of the date
and year first above written.



	 	 	 	 	 	 	 
	 	 	MEADE INSTRUMENTS CORP.:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ STEVEN G. MURDOCK
 

Steven G. Murdock
	 	 
	 

	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ JOHN A. ELWOOD	 	 
	 	 	 	 	 
	 	 	John A. Elwood	 	 





 


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CONSENT OF SPOUSE




In consideration of the execution of the foregoing Restricted Stock Award Agreement by Meade
Instruments Corp., I,
 _____, the spouse of Employee therein named, do hereby
join with my spouse in executing the foregoing Restricted Stock Award Agreement and do hereby agree
to be bound by all of the terms and provisions thereof and of the Plan.



Dated:      
                    




	 	 	 	 	 
	 

	 	 

Signature of Spouse
	 	 
	 
	 	 	 	 
	 

	 	 

Print Name
	 	 






 


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EXHIBIT A




STOCK POWER




FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Award Agreement between Meade
Instruments Corp., a Delaware corporation (the “Corporation”), and the employee named below
(“Employee”) dated as of June 29, 2011, Employee, hereby sells, assigns and transfers to the
Corporation, an aggregate
 _____ 
shares of Common Stock of the Corporation, standing in
Employee’s name on the books of the Corporation and represented by stock certificate number(s)

 _____ 
to which this instrument is attached, and hereby irrevocably constitutes and
appoints
 _____ 
as his or her attorney in fact and agent to transfer such shares on
the books of the Corporation, with full power of substitution in the premises.



Dated:      
                    




	 	 	 	 	 
	 

	 	/s/ JOHN A. ELWOOD
 

John A. Elwood
	 	 






(Instruction: Please do not fill in any blanks other than the signature line.



The purpose of the assignment is to enable the Corporation to exercise its sale/purchase
option set forth in the Restricted Stock Award Agreement without requiring additional signatures on
the part of Employee.)




 


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