Exhibit 10.82
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 Steve Muellner (“Employee”)
as of October 18, 2006.
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 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.
|
|
Capitalized Terms . Capitalized
terms used herein and not otherwise defined herein shall have the
meaning assigned to such terms in the Plan.
|
|
2.
|
|
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 2007 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 herein during the Plan Year.
|
|
3.
|
|
Performance Objectives . The
total Award Employee shall receive pursuant hereto shall be based
on Employee satisfying certain personal growth objectives set forth
on Exhibit A hereto (the “Personal Objectives”). Upon
satisfaction of such Personal Objectives, Employee shall be
entitled to receive an Award of restricted shares of the
Company’s Common Stock with an aggregate market value (i.e.,
the number of shares granted multiplied by the closing price of the
Company’s Common Stock on the last trading day of the Plan
Year) from a minimum award amount of 0% (the “Minimum Award
Amount”) up to a maximum award amount of 40% (the
“Maximum Award Amount”) of Employee’s base salary
for the Plan Year pro-rated for the amount of time Employee was
employed with the Company during the Plan Year. The Award amount
shall be based on Employee’s level of achievement of the
Personal Objectives as determined in the sole discretion of the
Compensation Committee of the Board of Directors. Any restricted
shares granted pursuant hereto will be subject to a six
(6) month restriction period, after which such restricted
shares will be vested and exercisable in full. Any restricted
shares to be granted to Employee pursuant hereto shall be granted
to Employee on June 1, 2007.
|
|
4.
|
|
Restrictions on Transfer . The
Award, and any interest thereon or amount payable in respect
thereof, is generally nontransferable as provided in the Plan.
|
|
5.
|
|
Conditions; Early Termination;
Adjustment; Change in Control . Subject to any employment
agreement entered into between Employee and the Company (which
shall control) (“Employment Agreement”), the Award is
subject to all of the conditions set forth in the Plan. The Award
(including, but not limited to the Personal Objectives) is subject
to adjustment as contemplated by the Plan. If there should occur a
“Change in Control” of the Company (or any successor),
as defined in the Plan, Employee, without limitation on any other
rights hereunder, and regardless of whether or not Employee has
satisfied any of the Personal Objectives shall be entitled to
receive no later than one day p
|
