MEADE INSTRUMENTS CORP
EX-10.88
<DOCUMENT>
<TYPE>EX-10.88
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.88
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 10pt"><I>Exhibit&nbsp;10.88</I></FONT>



<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>EXECUTIVE SEVERANCE AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Executive Severance Agreement (the &#147;<B>Agreement</B>&#148;), dated as of February&nbsp;28, 2007, is made
and entered into by and between Brent Christensen (&#147;Executive&#148;) and Meade Instruments Corp., a
Delaware corporation (the &#147;Company&#148;).


<P align="center" style="font-size: 12pt"><U><B>RECITALS</B></U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">A.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive served as Senior Vice President &#150; Finance and Chief Financial Officer of the
Company.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">B.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The terms and conditions of Executive&#146;s employment with the Company are governed by an
Employment Agreement, dated as of March&nbsp;1, 2006 (the &#147;Employment Agreement&#148;), by and
between the Company and Executive which formalizes the severance commitments owed to
Executive in the event of a termination of such Employment Agreement.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">C.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The termination of the Employment Agreement will be effective as of the Separation Date
(as defined below). Accordingly, Executive and the Company desire to enter into this
Agreement to set forth in detail, among other things, the payments and benefits Executive
is entitled to receive in connection with such termination and his future departure from
the Company.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">D.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive&#146;s employment relationship with the Company will continue to be governed by
the Employment Agreement until February&nbsp;28, 2007 (the &#147;Separation Date&#148;). As of the
Separation Date, all terms, conditions and obligations owed by the Company to Executive and
by Executive to the Company in connection with the termination of the Employment Agreement
will become effective.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">E.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>After the Separation Date, Executive will remain an employee of the Company on an &#147;at
will&#148; basis and Executive or the Company may terminate such employment at anytime in their
sole discretion.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>NOW, THEREFORE</B>, in consideration of the covenants undertaken in the Agreement, the Company and
Executive agree as follows:


<P align="center" style="font-size: 12pt"><U><B>AGREEMENT</B></U>



<P align="left" style="font-size: 12pt"><B>1.&nbsp;</B><U><B>Termination of Employment Agreement</B></U><B>. </B>The terms, conditions and obligations of the
Employment Agreement shall remain in effect until the Separation Date. On the Separation Date, the
Employment Agreement shall terminate and in connection therewith Executive will remain an employee
and officer of the Company on an &#147;at will&#148; basis and Executive or the Company may terminate such
employment at anytime in their sole discretion; provided, however, that notwithstanding anything to
the contrary in this Agreement, Sections&nbsp;8 (Confidential Information), 9 (Inventions and Patents),
10 (Non-Competition), 11 (Non-Solicitation of Customers), 12 (Non-Interference with Employees), 13
(Assistance in Patent Applications) and 14 (Indemnity) of the Employment Agreement, which are
incorporated herein by reference, shall continue to apply in accordance with their terms. In
connection therewith, Executive agrees to continue to sign all necessary and appropriate documents
on behalf of the Company consistent with past practices, as appropriate.


<P align="left" style="font-size: 12pt"><B>2.&nbsp;</B><U><B>Severance Payments and Benefits</B></U>. In connection with the termination of Executive&#146;s
Employment Agreement and for his obligations to the Company under this Agreement, including,
without limitation, the Non-Competition obligations set forth in the Employment Agreement,
Executive shall receive the following:


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>2.1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Severance Payment</B></U>. A lump sum cash payment to be paid as set forth on
Exhibit&nbsp;A attached hereto (the &#147;Severance Payment&#148;). The Severance Payment equal to
336,291.56 represents the total payment for (i)&nbsp;severance, (ii)&nbsp;COBRA &#150; HMO benefits,
(iii)&nbsp;Life/ADD insurance and disability coverage, (iv)&nbsp;tax reimbursements for certain
pre-tax benefits, (v)&nbsp;cell phone benefits, and (vi)&nbsp;Employee Stock Ownership Plan /
Performance Share Award Plan benefits. The Severance Payment shall be paid by the
Company to the Executive on the Payment Date (as defined below).</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>2.2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Continuation of Company Sponsored Benefits</B></U><B>. </B>During the time Executive
remains an employee (on an at will basis) of the Company, Executive shall continue to be
eligible to participate in all the Company&#146;s sponsored group medical, dental and vision
insurance plans as well as the Company&#146;s Employee Stock Ownership Plan (&#147;ESOP&#148;). Other
than the Company sponsored medical, dental and vision insurance plans, as well as the
ESOP and the Company&#146;s 401K Plan (as set forth below), participation by Executive in all
other Company sponsored benefits and plans shall terminate on the Separation Date.
Executive acknowledges and agrees that after Executive&#146;s final date of employment,
Executive&#146;s rights, if any, regarding continuation of group insurance coverage will be
governed by the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended
(&#147;COBRA&#148;), effective June&nbsp;1, 2006. The Company will provide Executive with a COBRA
notice, which will include the insurance premium rate for coverage for Executive under
COBRA. Executive will receive as part of Executive&#146;s Severance Payment sufficient funds
to cover the Company sponsored portion of Executive&#146;s group insurance coverage for a
period of twelve (12)&nbsp;months; provided, however, that Executive must timely apply for
and elect such COBRA benefits. It will be Executive&#146;s responsibility and obligation to
pay the applicable COBRA premium for Executive&#146;s coverage. In the event that neither
COBRA nor Cal-COBRA is available to Executive, the Company shall nevertheless provide
insurance to Executive that is commensurate with the coverage provided to Executive at
the same cost as has been historically paid by Executive as of the Separation Date for a
period of twelve (12)&nbsp;months.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>2.3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Restricted Stock Vesting</B></U>. Executive was granted 30,000 restricted shares
of the Company&#146;s common stock under the Company&#146;s 1997 Stock Incentive Plan, as amended
(the &#147;1997 Plan&#148;), pursuant to which 1/3 of such restricted shares vested as of May&nbsp;24,
2006, and an additional 1/3 will vest on both May&nbsp;24, 2007 and May&nbsp;24, 2008. The 10,000
restricted shares that vested as of May&nbsp;24, 2006 are fully vested and unrestricted as of
such date. The remaining 20,000 restricted shares will continue to vest after the
termination of Executive&#146;s Employment Agreement throughout the time period that
Executive remains an employee of the Company and until Executive&#146;s final date of
employment. At such time, vesting of a pro-rata portion of the remaining unvested
restricted shares shall be accelerated and be deemed fully vested with no restrictions
under the 1997 Plan. A certificate representing such unrestricted shares shall be
delivered to Executive as promptly as possible. Executive acknowledges that the sale of
any such unrestricted shares shall remain subject to all SEC or other applicable laws
and regulations. All remaining restricted shares (the 20,000 restricted shares less the
pro-rata portion that was accelerated) shall immediately cease to vest and will revert
to the Company in accordance with the terms and conditions of the 1997 Plan.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>2.4</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Stock Option Vesting</B></U>. Executive owns options to purchase shares of the
Company&#146;s common stock, the terms and conditions of which are subject to the 1997 Plan
and certain Stock Option Agreements, executed in connection with each applicable stock
option grant by and between the Company and Executive (collectively, Executive&#146;s
&#147;Options&#148;). With respect to the 1997 Plan, Executive and the Company hereby agree that
(i)&nbsp;all vesting of Executive&#146;s Options under the 1997 Plan shall continue through the
Separation Date and cease immediately thereafter; (ii)&nbsp;any Options that are unvested as
of the Separation Date shall immediately terminate as of the Separation Date; and (iii)
Executive&#146;s right to exercise any Options that are vested as of the Separation Date
shall terminate on the date that is three months after the Separation Date; provided,
however, that in the event of Executive&#146;s death or Total Disability (as defined in the
1997 Plan) prior to the Separation Date, Executive&#146;s estate shall, in accordance with
the terms and conditions of the 1997 Plan, have one year after the Separation Date to
exercise any then vested stock options (the applicable exercise period of the Options
following the Separation Date, the &#147;Extended Exercise Period&#148;). If, anytime after the
Separation Date Executive desires to exercise any stock options then currently
exercisable and not yet terminated, but Executive is precluded from exercising any of
such stock options for any reason not caused by Executive&#146;s personal actions or
omission, including, without limitation, if there is no applicable registration
statement then currently &#147;effective&#148; under applicable SEC rules and regulations that
would cover the Company&#146;s issuance of shares upon exercise of such option, or if the
Executive is subject to a trading black-out period in connection with Executive&#146;s
consulting or other work with the Company, then the Company agrees to toll such Extended
Exercise Period for any period during which Executive is precluded from exercising any
such stock options for any such reason; provided, however, that in the event that any
such tolling would result in subjecting any Options to any tax, penalty or interest
under Section&nbsp;409A of the Internal Revenue Code of 1986 (&#147;Section&nbsp;409A&#148;), then,
notwithstanding anything to the contrary contained herein, the Extended Exercise Period
shall terminate on the latest date on which Executive (or Executive&#146;s estate, as
applicable) may exercise such Options without subjecting the Options to any tax, penalty
or interest under Section&nbsp;409A. (For example, if Executive is unable to exercise any
then currently exercisable and not yet terminated stock options during a two month
period after the Separation Date, then the Extended Exercise Period shall be extended
for an additional two months, thus providing Executive the full time period in which
Executive may exercise such stock options, unless such extension would result in
subjecting the options to any tax, penalty or interest under Section&nbsp;409A, in which case
the Extended Exercise Period shall terminate on the latest date on which Executive may
exercise the option without subjecting it to any tax, penalty or interest under Section
409A.) Notwithstanding anything to the contrary herein, in the 1997 Plan or in the
Stock Option Agreements, in no event shall any vested Options be exercisable by
Executive (or Executive&#146;s estate) beyond the maximum term of such Option as set forth in
the applicable Stock Option Agreement, and Options shall remain subject to earlier
termination in accordance with Section&nbsp;6.2 of the 1997 Plan.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>2.5</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>401K Account</B></U>. Nothing in this Agreement shall affect Executive&#146;s rights
to his Company 401(k) account and Executive may continue to participate in such 401K
account during Executive&#146;s continued employment as an at will employee.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt"><B>3.&nbsp;</B><U><B>Ongoing Employment and Consulting Services</B></U>. Immediately after the Separation Date
Executive shall remain an employee of the Company on an &#147;at will&#148; basis and either Executive or the
Company may terminate such employment at any time in their sole discretion. After Executive&#146;s
final date of employment, for a period of 12&nbsp;months (which may be extended by mutual agreement)
thereafter (the &#147;Consulting Period&#148;), Executive agrees to make himself reasonably available to the
Company&#146;s Board of Directors and its Executive Officers to consult on business and operational
matters as reasonably requested by such persons, subject to Executive&#146;s prior commitments or
obligations. Executive shall, if requested and if reasonably convenient for Executive, provide
such services to the Company at the Company&#146;s headquarters, and in such event, the Company shall
make reasonable space available to Executive at such location. In consideration for such
Consulting Services, the Company shall pay Executive per hour of service as set forth in the
Consulting Agreement (the &#147;Consulting Payments&#148;). The Consulting Payments shall be paid promptly
by Company check to an address designated by Executive. Notwithstanding the above, there shall be
no minimum number of hours of Consulting Services required on the part of the Company or Executive
during the Consulting Period. The specific terms and conditions of the consulting arrangements
shall be set forth in a Consulting Agreement to be entered into by and between the Company and
Executive.


<P align="left" style="font-size: 12pt"><B>4.&nbsp;</B><U><B>Independent Contractor Status</B></U>. Executive acknowledges that to the extent Executive is
engaged as a Consultant during the Consulting Period, Executive is being engaged by the Company on
an independent contractor basis. Under no circumstances shall Executive look to the Company as
Executive&#146;s employer, or as a partner, agent or principal during such period. Except as expressly
provided in this Agreement, Executive shall not be entitled to any benefits accorded to the
Company&#146;s employees, including, without limitation, worker&#146;s compensation, disability insurance,
vacation, sick pay, or participation in any of the Company&#146;s benefit plans such as its Employee
Stock Ownership Plan or 401k Plan. No compensation to be paid to Executive for performing the
services contemplated by the Consulting Agreement shall be subject to any withholding or deductions
provided by local, state or federal law, which shall be the sole responsibility of Executive.


<P align="left" style="font-size: 12pt"><B>5.&nbsp;</B><U><B>Company Property</B></U>. Executive agrees to return all Company property to the Company
immediately after the Separation Date; including, without limitation, any computer equipment,
product samples or other Company equipment of a material nature, confidential company
documentation, or any company records, unless the Company property is used in connection with
services provided to or on behalf of the Company by Executive. Notwithstanding the above, the
parties agree that the Company cell phone issued to Executive shall remain with and shall become
the property of Executive and Executive agrees to be responsible for all expenses and liabilities
related thereto after the Separation Date.


<P align="left" style="font-size: 12pt"><B>6.&nbsp;</B><U><B>Executive Release</B></U>. In consideration of the terms of this Agreement as provided herein,
except as to any obligations provided for or assumed in this Agreement or claims of fraud in the
inducement, Executive agrees to waive and release the Company, and each of its affiliated or
related entities, partnerships, parent or subsidiary corporations, members, partners, stockholders,
directors, officers, employees, attorneys, agents, predecessors, successors and assigns, and each
and all of them (collectively referred to as the &#147;Company Releasees&#148;), from all claims, damages,
agreements, charges of discrimination or complaints of any nature whatsoever, whether or not now
known, suspected or claimed, matured or unmatured, fixed or contingent, which Executive or his
successors-in-interest ever had, now has, or may claim to have against the Company Releasees, or
any of them, whether directly or indirectly, by reason of any act, event or omission concerning any
matter, cause or thing arising prior to the date of execution of this Agreement, including, without
limiting the generality of the foregoing, any claims relating to or arising out of (i)&nbsp;Executive&#146;s
employment or the cessation of that employment; (ii)&nbsp;any agreement between Executive and any of the
Company Releasees, including, without limitation, the Employment Agreement; (iii)&nbsp;any tort or
tort-type claims; (iv)&nbsp;any federal, state or governmental constitution, statute, regulation or
ordinance, including, but not limited to, Title VII of the Civil Rights of 1964, the Employee
Retirement Income Security Act, the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act, the Americans With Disabilities Act, and the California Fair
Employment and Housing Act; (v)&nbsp;any claim for wages, salary, bonuses, partnership interests, profit
sharing, and/or any other compensation or benefit; (vi)&nbsp;any impairment of Executive&#146;s ability to
obtain subsequent employment; or (vii)&nbsp;any permanent or temporary disability or loss of future
earnings as a result of injury or disability arising from or associated with employment or the
termination of the employment relationship with any of the Company Releasees. This release does
not waive or release any claim Executive may have to unemployment or workers&#146; compensation
benefits. This release includes a waiver of any rights Executive may have under Section&nbsp;1542 of
the California Civil Code, or any similar statute or law of any other state, regarding the waiver
of unknown claims. Section&nbsp;1542 provides as follows:



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.&#148;


<P align="left" style="font-size: 12pt">Notwithstanding the provisions of Section&nbsp;1542, and for the purpose of implementing a full and
complete release and discharge of all claims, Executive understands and agrees that this Agreement
is intended to include in its effect, without limitation, all claims, if any, which Executive may
have and which Executive does not now know or suspect to exist in his favor against the Company
Releasees, and this Agreement extinguishes any and all of those claims.


<P align="left" style="font-size: 12pt">7.&nbsp;<U><B>Company Release</B></U>. As additional consideration to Executive, and except as to any
obligations provided for or assumed in this Agreement, the Company agrees to waive and release
Executive, and each of his attorney&#146;s, agents, predecessors, successors and assigns, and each and
all of them (collectively referred to as the &#147;Executive Releasees&#148;), from all claims, damages,
agreements, or complaints of any nature whatsoever, whether or not known, suspected or claimed,
matured or unmatured, fixed or contingent, which the Company or its successors-in-interest ever
had, now has, or may claim to have against the Executive Releasees, or any of them, whether
directly or indirectly, by reason of any act, event or omission concerning any matter, cause or
thing arising prior to the date of execution of this Agreement, including, without limiting the
generality of the foregoing, any claims relating to or arising out of (i)&nbsp;Executive&#146;s employment or
the cessation of that employment; (ii)&nbsp;any agreement between Executive and any of the Company
Releasees, including, without limitation, the Employment Agreement; (iii)&nbsp;any tort or tort-type
claims; (iv)&nbsp;any claim for fraud, self-dealing, or similar claim; and (v)&nbsp;any federal, state or
governmental constitution, statute, regulation or ordinance. This release includes a waiver of any
rights the Company may have under Section&nbsp;1542 of the California Civil Code (the language of which
is set forth above in paragraph 6), or any similar statute or law of any other State, regarding the
waiver of unknown claims. Notwithstanding the provisions of Section&nbsp;1542, and for the purpose of
implementing a full and complete release and discharge of all claims, the Company understands and
agrees that this Agreement is intended to include in its effect, without limitation, all claims, if
any, which the Company may have and which the Company does not now know or suspect to exist in its
favor against Executive Releasees, and this Agreement extinguishes any and all of those claims.


<P align="left" style="font-size: 12pt">8.&nbsp;<U><B>Acknowledgement</B></U>. Executive represents that he has had an opportunity to discuss all
aspects of this Agreement with his legal counsel, and understands all provisions of this Agreement
and is voluntarily entering into its terms. Executive acknowledges the following: (i)&nbsp;he has been
given at least twenty-one (21)&nbsp;days within which to consider this Agreement; (ii)&nbsp;he has been
advised in writing that he has the right to and may consult with an attorney before executing this
Agreement, and acknowledges that he has had the opportunity to consult an attorney; and (iii)&nbsp;he
has seven (7)&nbsp;days following the execution of this Agreement to revoke the Agreement. To revoke
the Agreement, Executive must advise the Company in writing of his election to revoke it within the
seven (7)&nbsp;day period. Executive recognizes that he is specifically releasing, among other claims,
any claims he may have arising under the Age Discrimination in Employment Act of 1967 (&#147;ADEA&#148;) and
all amendments thereto. Executive acknowledges that this Agreement is intended by the parties to
comply with the terms and provisions of the Older Workers Benefit Protection Act of 1990 and all
amendments thereto. Accordingly, Executive acknowledges that payment of the Severance Payments as
set forth above will be remitted to Executive&#146;s home address within two (2)&nbsp;business days following
the later to occur of (i)&nbsp;the seven-day revocation period, or (ii)&nbsp;the Separation Date (the
&#147;Payment Date&#148;).


<P align="left" style="font-size: 12pt">9.&nbsp;<U><B>Public Statements</B></U>. Executive agrees that he shall not directly or indirectly, make or
ratify any statement, public or private, oral or written, to any person that disparages, either
professionally or personally, the Company or its subsidiaries and affiliates, past and present, and
each of them, as well as its and their directors, officers and employees, and each of them and the
Company agrees that it shall not directly or indirectly, make or ratify any statement, public or
private, oral or written, to any person that disparages Executive, either professionally or
personally.


<P align="left" style="font-size: 12pt">10.&nbsp;<U><B>Indemnity</B></U>. The Company and Executive expressly acknowledge that the provisions of
their Indemnity Agreement, and the provisions of the Employment Agreement set forth above, continue
to apply to Executive and the Company. Accordingly, the Company covenants and agrees that so long
as Executive shall be subject to any possible Proceeding, the Company, subject to the terms hereof,
shall promptly obtain and maintain in full force and effect directors&#146; and officers&#146; liability
insurance (&#147;D&#038;O Insurance&#148;) in reasonable amounts from established and reputable insurers. In all
D&#038;O Insurance policies, Executive shall be provided the same rights and benefits as are accorded to
the most favorably insured of the Company&#146;s directors and officers. Notwithstanding anything in
this Section, the Company shall have no obligation to obtain or maintain D&#038;O Insurance if the
Company determines in good faith that insurance is not reasonably available, the premium costs for
insurance are disproportionate to the amount of coverage provided or the coverage provided by
insurance is so limited by exclusions that it provides an insufficient benefit. For purposes of
this Section, the term &#147;Proceeding&#148; shall include any threatened, pending or completed action, suit
or proceeding, whether brought by or in the name of the Company or otherwise and whether of a
civil, criminal or administrative or investigative nature, by reason of the fact that Executive is
or was a director and/or officer of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another enterprise, whether or not he is serving in
such capacity at the time any liability or expense is incurred for which indemnification or
reimbursement is to be provided under the Indemnity Agreement.


<P align="left" style="font-size: 12pt">11.&nbsp;<U><B>Miscellaneous Provisions</B></U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>A.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Personal Service</B></U><B>. </B>This Agreement is personal to Executive and shall
not, without the prior written consent of the Company, be assignable by Executive.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>B.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Successors</B></U>. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns and any such successor or
assignee shall be deemed substituted for the Company under the terms of this Agreement
for all purposes. As used herein, &#147;successor&#148; and &#147;assignee&#148; shall include any person,
firm, corporation or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly acquires the stock of the Company or to
which the Company assigns this Agreement by operation of law or otherwise.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>C.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Modification</B></U><B>. </B>This Agreement may not be amended or modified other than
by a written agreement executed by an Executive Officer of the Company.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>D.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Complete Agreement</B></U><B>. </B>This Agreement (and the exhibit hereto) together
with the Consulting Agreement constitute and contain the entire agreement and final
understanding concerning Executive&#146;s employment relationship with the Company and the
other subject matters addressed herein and therein between the parties, and supersede
and replace all prior negotiations and all agreements proposed or otherwise, whether
written or oral, concerning the subject matters hereof and thereof, provided, however,
that notwithstanding anything to the contrary in this Agreement or the Consulting
Agreement, Sections&nbsp;8 (Confidential Information), 9 (Inventions and Patents), 10
(Non-Competition), 11 (Non-Solicitation of Customers), 12 (Non-Interference with
Employees), 13 (Assistance in Patent Applications) and 14 (Indemnity) of the Employment
Agreement, which are incorporated herein by reference, shall continue to apply in
accordance with their terms and nothing herein or therein shall limit or otherwise
modify the indemnification obligations of the Company in favor of Executive under the
Company&#146;s Certificate of Incorporation, Bylaws or the Indemnity Agreement. Except as
contained in the foregoing proviso, any representation, promise or agreement not
specifically included in this Agreement or the Consulting Agreement shall not be
binding upon or enforceable against either party. This Agreement and the Consulting
Agreement are together considered as an integrated agreement.</TD>
</TR>

</TABLE>


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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>E.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Litigation and Investigation Assistance</B></U><B>. </B>Pursuant to the terms and
conditions of the Consulting Agreement, or any subsequent agreement pursuant to which
Executive performs services for or on behalf of the Company, Executive agrees to
cooperate to the extent reasonably requested in the Company&#146;s defense against any
threatened or pending litigation or in any investigation or proceeding by any
governmental agency or body that relates to any events or actions which occurred during
the term of Executive&#146;s employment. To the extent the Company requests Executive&#146;s
assistance in such matters at any time after the Consulting Period, Executive shall be
compensated by the Company at a mutually agreed upon hourly rate. The Company shall
reimburse Executive for all reasonable, out of pocket expenses incurred by Executive in
fulfilling his obligations under this Section.</TD>
</TR>

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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>F.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Severability</B></U><B>. </B>If any provision of this Agreement or the application
thereof is held invalid, the invalidity shall not affect other provisions or
applications of the Agreement which can be given effect without the invalid provisions
or applications and to this end the provisions of this Agreement are declared to be
severable.</TD>
</TR>

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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>G.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Specific Performance</B></U><B>. </B>It might be impossible to measure in money the
damage to a party if another party breaches this Agreement. If any such failure
occurs, the party damaged might not have an adequate remedy at law or in damages.
Therefore, each party consents to the issuance of an injunction or other appropriate
relief, and the enforcement of other equitable remedies, against it to compel
performance of this Agreement.</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>H.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Choice of Law</B></U>. This Agreement shall be deemed to have been executed
and delivered within the State of California, and the rights and obligations of the
parties hereunder shall be construed and enforced in accordance with, and governed by,
the laws of the State of California without regard to principles of conflict of laws.</TD>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>I.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Cooperation in Drafting</B></U><B>. </B>Each party has cooperated in the drafting and
preparation of this Agreement. Hence, in any construction to be made of this
Agreement, the same shall not be construed against any party on the basis that the
party was the drafter.</TD>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>J.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Counterparts</B></U><B>. </B>This Agreement may be executed in counterparts, and each
counterpart, when executed, shall have the efficacy of a signed original. Photographic
copies of such signed counterparts may be used in lieu of the originals for any
purpose.</TD>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>K.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Arbitration</B></U><B>. </B>As a material inducement to enter into this Agreement, to
the fullest extent allowed by law, any controversy, claim or dispute between Executive
and the Company will be submitted to final and binding arbitration before a single
neutral arbitrator in Orange County, California for determination in accordance with
the JAMS Employment Arbitration Rules, as the exclusive remedy for such controversy,
claim or dispute. In any such arbitration, the parties may conduct discovery to the
same extent as would be permitted in a court of law. The arbitrator shall issue a
written decision, and shall have full authority to award all remedies which would be
available in court. The Company shall pay the arbitrator&#146;s fees and any JAMS
administrative expenses. Any judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. BY AGREEING TO THIS BINDING
ARBITRATION PROVISION, BOTH EXECUTIVE AND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY
JURY. This bilateral arbitration agreement is to be construed as broadly as is
permissible under relevant law. In connection with any arbitration proceeding
commenced hereby, the prevailing party shall be entitled to reimbursement of its
reasonable attorney&#146;s fees and costs.</TD>
</TR>

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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>L.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Headings</B></U>. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.</TD>
</TR>

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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>M.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Waiver</B></U>. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing and
signed by the Executive and by an Executive Officer of the Company. No waiver by
either party of any breach of, or of compliance with, any condition or provision of
this Agreement by the other party shall be considered a waiver of any other condition
or provision or of the same condition or provision at another time.</TD>
</TR>

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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>N.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Expenses</B></U>. Each party shall bear their own legal expenses and costs in
connection with the negotiation, preparation and execution of this Agreement. In the
event that any action or proceeding is brought in connection with this Agreement the
prevailing party therein shall be entitled to recover its costs and reasonable
attorney&#146;s fees</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>O.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Executive&#146;s Death</B></U>. In the event of Executive&#146;s death during the time
in which any Severance Payment and/or the other benefits are to be provided to
Executive, the Company shall pay or provide such Payment or benefit (but only to the
extent that the underlying benefit plans permit such contribution of benefits) to such
person or persons as Executive shall have directed in writing or, in absence of a
designation, the estate of Executive. In the event of Executive&#146;s death, reference in
this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.</TD>
</TR>

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<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>P.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>Publicity</B></U>. To the extent the Company or Executive desire to publicly
announce the existence of this Agreement, or the termination of Executive&#146;s Employment
Agreement, or as may be required by applicable law, both parties agree to not make any
public announcement or disclosure without the other party&#146;s prior written consent, such
consent not to be unreasonably withheld.</TD>
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<P align="left" style="margin-left:4%; font-size: 12pt"><B>IN WITNESS WHEREOF</B>, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year set forth above.



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">MEADE INSTRUMENTS CORP.


<P align="left" style="font-size: 12pt; text-indent: 23%">By: <U>/s/ Steven L. Muellner</U><BR>
Name: <U>Steven L. Muellner</U><BR>
Title: <U>President and CEO</U><BR>


<P align="left" style="font-size: 12pt; text-indent: 23%">By: <U>/s/ Mark D. Peterson</U><BR>
Name: <U>Mark D. Peterson</U><BR>
Title: <U>Senior Vice President and General Counsel</U><BR>


<P align="left" style="font-size: 12pt; text-indent: 23%">EXECUTIVE:


<P align="left" style="font-size: 12pt; text-indent: 23%">By: <U>/s/ Brent W. Christensen</U>


<P align="left" style="font-size: 12pt">Name: <U>Brent W. Christensen</U>



<P align="center" style="font-size: 10pt; display: none">2


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