2008 STOCK INCENTIVE PLAN
The principal terms of the 2008 Plan are summarized below. The following summary is qualified in its entirety
by the full text of the 2008 Plan, which is attached as Annex A to the copy of this Proxy Statement that was filed
electronically with the SEC and is accessible on the Company’s website at www.meade.com as well as on the
SEC’s website at www.sec.gov. A copy of the 2008 Plan may also be obtained by contacting Paul E. Ross, the
Company’s Senior Vice President—Finance and CFO, at 6001 Oak Canyons, Irvine, CA 92618, telephone
number (949) 451-1450.
Summary Description of the 2008 Plan
Purpose. The purpose of the 2008 Plan is to promote the success of the Company by providing an additional
means to attract, motivate, retain and reward key personnel, including officers, and experienced and
knowledgeable independent through the grant of options and other awards that provide added long term incentives
for high levels of performance and for significant efforts to improve the financial performance of the Company.
Awards. The 2008 Plan authorizes stock options (incentive or nonqualified), stock appreciation rights
(“SARs”), restricted stock, performance share awards and stock bonuses.
Administration. The 2008 Plan is administered by either the Board or a committee of the Board (the
“Administrator”). The Administrator determines the number of shares that are to be subject to awards and the
terms and conditions of such awards, including the price (if any) to be paid for the shares or the award. The Board
has appointed a subcommittee of the Compensation Committee (the Equity Compensation Subcommittee) as the
2008 Plan’s Administrator.
No Repricing. In no case (except due to an adjustment to reflect a stock split or similar event or any repricing
that may be approved by stockholders) will any adjustment be made to a stock option or SAR under the 2008
Plan (by amendment, cancellation and regrant, exchange or other means) that would constitute a repricing