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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.
(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
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