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Exhibit 10.95
MEADE INSTRUMENTS
CORP.
1997 STOCK INCENTIVE
PLAN
PERFORMANCE SHARE
AWARD AGREEMENT
THIS
PERFORMANCE SHARE AWARD AGREEMENT (this
“Agreement”) is entered into by and between Meade
Instruments Corp., a Delaware corporation (the
“Company”), and
(“Employee”), as part of the Company’s Fiscal
Year 2008 Compensation Program.
BACKGROUND
WHEREAS , the Company has adopted and the stockholders of
the Company have approved the Meade Instruments Corp. 1997 Stock
Incentive Plan (the “Plan”); and
WHEREAS , pursuant to Section 5.1 of the Plan, the
Company, upon approval of the Committee, has granted a Performance
Share Award (the “Award”) to Employee upon the terms
and conditions evidenced hereby, as required by the Plan; and
WHEREAS , the Award has been granted to Employee in addition
to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to Employee.
AGREEMENT
NOW,
THEREFORE , in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived
herefrom, the parties agree as follows:
| 1. |
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Capitalized Terms . Capitalized terms used herein
and not otherwise defined herein shall have the meaning assigned to
such terms in the Plan. |
| 2. |
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Grant of Incentive Award . This Agreement
evidences the Company’s grant to Employee, subject to the
terms and conditions hereof and of the Plan, of the Award with
respect to the 2008 fiscal year (the “Plan Year”). The
benefits with respect to the Award will be calculated pursuant to
the Plan based upon the achievement of the performance objectives
set forth below. The target amount of Employee’s bonus will
be equal to % of
Employee’s base salary, prorated if Employee was not employed
by the Company for the entire Plan Year (the “Target Bonus
Amount”). The minimum bonus amount Employee may be entitled
to receive is 0 (the “Minimum Bonus Amount”), and the
maximum bonus amount Employee may be entitled to receive is two
times (2X) the Target Bonus Amount (the “Maximum Bonus
Amount”). |
| 3. |
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Personal Objectives . Employee shall have certain
Personal Objectives to be achieved during the Plan Year as set
forth on Exhibit A attached hereto (the “Personal
Objectives”). To the extent Employee has satisfied some or
all of such Personal Objectives (the determination of which shall
be made in good faith by the Company in a commercially reasonable
and prompt manner after the end of the Plan Year), Employee will
receive an Employee Performance Rating. Such Employee Performance
Rating shall be expressed as an overall percentage for all Personal
Objectives in the aggregate. |
| 4. |
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Company Performance Objectives . The Company
shall have certain performance objectives which shall be determined
by referring to the table set forth on Exhibit B attached
hereto. Such table sets forth the Company’s Target Operating
Income (calculated in accordance with generally accepted accounting
principles applied on a consistent basis and consistent with the
Company’s Operating Plan for the Plan Year) and the
Company’s corresponding Performance Percentages against such
Target Operating Income amounts (as set forth in the table).
For purposes of this Agreement, the Company’s Operating
Income is defined as Operating Profit for the Plan Year exclusive
of ESOP expense and exclusive of any bonus expense. In addition, in
calculating the Company’s Operating Income for the Plan Year,
to the extent there are any non-recurring or one-time expenses
incurred by the Company during the Plan Year which would otherwise
be included in the calculation of Operating Income, such
non-recurring or one-time expenses may be eliminated from the
calculation of Operating Income at the determination of the
Compensation Committee of the Board of Directors of the Company
(such determination to be made in good faith). |
| 5. |
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Calculation of Award Amount . The aggregate Award
amount Employee may receive pursuant hereto shall be calculated as
follows: (i) the Company Performance Percentage multiplied by
(ii) Employee’s Target Bonus Amount (such product shall
be referred to herein as the “Company Bonus Amount”)
multiplied by (iii) Employee’s Performance Rating;
provided, however, that in no event shall Employee be entitled to
received an Award amount in excess of the Company Bonus Amount for
the Plan Year. If the Company’s Operating Income exceeds or
is less than the Target Operating Income then the Company Bonus
Amount will be increased or decreased in a pro-rata amount pursuant
to the Company Performance Percentage set forth on Exhibit B.
(Also see Exhibit A for bonus calculation examples.) |
| 4. |
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Restrictions on Transfer . The Award, and any
interest thereon or amount payable in respect thereof, is generally
nontransferable as provided in the Plan. |
| 5. |
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Conditions; Adjustment . Any Award hereunder is
subject to all of the conditions set forth in the Plan. The Award
(including, but not limited to the Personal Objectives and the
Company Performance Percentage) is subject to adjustment as
contemplated by the Plan. |
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Continuance of Employment . Notwithstanding any
commitment of Employee to remain in the service or employ of the
Company (or any affiliate), the Award shall not confer upon
Employee any new or different right with respect to the
continuation of Employee’s service or employment by the
Company (or any affiliate) or alter or interfere in any way with
the right of the Company (or any affiliate) to terminate such
service or employment or to change the compensation of Employee or
other terms of Employee’s service or employment, or otherwise
affect any of the terms or conditions of Employee’s separate
written employment agreement (if applicable), except as expressly
provided hereunder. In order for Employee to be eligible to receive
any payment hereunder, Employee must be employed by the Company
through the end of the Plan Year. If for any reason
Employee&rsqu |
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