NONQUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT is dated as of this
day of
, , between Meade Instruments
Corp., a Delaware corporation (the “Corporation”), and
(the “Employee”).
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
has granted an option to the Employee 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 Employee, the Corporation and
the Employee 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 Employee, as of
, (the “Option
Date”), of the right and option to purchase, 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 the terms 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 and after
the last day of each succeeding calendar month until all remaining
Options have become exercisable.
3. Exercisability of Option . To
the extent the Employee does not in any year purchase all or any
part of t
