NON-EMPLOYEE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the
day of
, between Meade Instruments Corp., a Delaware corporation (the
“Corporation”), and
(the “Director”).
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 Article 8 of the Plan,
the Corporation has granted an option to the Director upon the
terms and conditions evidenced hereby, as required by the Plan,
which Option is not intended as and shall not be deemed to be an
incentive stock option within the meaning of Section 422 of
the Code.
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Director, the Corporation and
the Director agree to the terms and conditions set forth herein as
required by the terms of the Plan.
1. Grant of Option . This Agreement
evidences the Corporation’s grant to the Director, as of
(the “Option Date”), of the right and option to
purchase, under Section 8 of the Plan, on the terms and
conditions set forth herein and in the Plan, all or any part of an
aggregate of
shares of the Common Stock, par value $0.01 per share, at the price
of $
per share (the “Option”), which amount represents the
Fair Market Value of the shares as of the Option Date, exercisable
from time to time, subject to the provisions of this Agreement and
the Plan, prior to the close of business on the day before the
tenth anniversary of the Option Date (the “Expiration
Date”).
2. Option Exercisability and Term .
Subject to adjustment pursuant to Section 8.6 of the Plan, the
Option shall first become and remain exercisable as to
of the shares on the first
anniversary of the Option Date and as to an additional
of the shares on each of the
of the Option Date.
3. Exercisability of Option . To
the extent the Director does not in any year purchase all or any
part of the shares to which the Director is entitled, the Director
has the right cumulatively thereafter to purchase an
