EMPLOYMENT AGREEMENT

WHEREAS, the Company wishes to employ the Executive as the Chief Executive Officer of the Company; and

WHEREAS, the Company desires to enter into this Agreement and to accept such employment and service, subject to the terms set forth herein;

WHEREAS, the Executive agrees to accept such employment by the Company on the terms set forth herein.

1.1 “Effective Date” shall mean the first day of Executive’s employment, which shall be February 1, 2008.

1.3 “Board” shall mean the Board of Directors of the Company.

1.4 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.5 “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as determined by the Compensation Committee of the Board of Directors.

 

 

 

SECTION 3: EMPLOYMENT DUTIES. During the Employment Period, the Executive shall have such duties and responsibilities as are assigned to the Executive by the Board and consistent with the normal and customary responsibilities and duties of a Chief Executive Officer of comparable companies. Executive shall take direction from and report to the Board. During the Employment Period, the Executive agrees to devote substantially all of his business attention and time to the business and affairs of the Company and its subsidiaries, and to use the Executive’s reasonable best efforts to perform faithfully the duties and responsibilities assigned to the Executive under this Agreement. Notwithstanding the foregoing, it is expressly understood that (a) the Executive may devote a reasonable amount of time to the management of his investments and affairs and to such industry associations, charitable and civic endeavors as shall not interfere with the obligations set forth in this Agreement; (b) with the prior approval of the Board (which shall not be unreasonably withheld), the Executive may serve as a member of one or more boards of directors of companies that are not affiliated with the Company; and (c) the Executive shall have the right during the Employment Period to continue to serve as President of MKL Associates Inc. and fulfill all of the duties and responsibilities associated with that position provided that they do not interfere with the obligations set forth in this Agreement.

 

 

 

4.5 Expenses. The Executive shall be reimbursed for reasonable and necessary business expenses incurred in connection with the performance of his duties hereunder. Such reimbursement shall be made no later than March 15 of the year following the year in which such expense was incurred; provided, however, the Employee shall, as a condition of such reimbursement, submit verification of the nature and amount of such expenses in accordance with the reimbursement policies from time to time adopted by the Company.

                4.6 Stock Option Grant. The Executive shall receive a stock option grant  to purchase a number of shares of the Company’s common stock equal to five percent (5%) of the outstanding capital stock of the Company on a fully diluted basis as of the Effective Date, at an exercise price equal to the fair market value thereof on the date of grant, pursuant to and subject to the terms of a stock option agreement to be entered into between the Company and Executive pursuant to the Company’s Stock Option Plan.

5.1 Death. The Employment Period shall terminate automatically upon the Executive’s death.

 

 

 

5.4. Without Cause. During the Employment Period, upon written notice given to the Executive, the Board may terminate the Executive’s employment hereunder other than for Cause, in the Board’s sole discretion.

5.5 Termination by Executive for Good Reason. During the Employment Period, the Executive may terminate his employment hereunder by written notice for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events which is not cured by the Company within thirty (30) days of Executive’s written notice to the Company of same: (a) the reduction of the Executive’s Base Salary; (b) a material diminution, without his consent, of the Executive’s title, authority, duties or responsibilities as specified hereunder, or the assignment of duties and responsibilities that are inconsistent with his positions as Chief Executive Officer (it being understood that the Company is a “start-up”, Executive will be required to perform administrative type functions (routine copying, faxing, etc.), and it being further understood that a change in title or duties to President shall not constitute Good Reason; (c) the Company requiring the Executive, without his consent, to be based in any office or location other than the Company’s headquarters office, and such headquarters shall not be located during the Employment Period outside of a 50-mile radius of New York City; (d) the material breach by the Company of any provision of this Agreement which has not been cured within thirty (30) days after a notice of such breach has been given by the Executive to the Company.  The Executive must give the Company notice of the event within thirty (30) days of the date of the event and the Executive must resign effective upon no less than fourteen (14) days and no more than thirty (30) days after the expiration of the Company’s thirty (30) day cure period.

5.6 Termination by Executive Without Good Reason. During the Employment Period the Executive may terminate employment hereunder upon ninety (90) day’s prior written notice without Good Reason, and such termination shall not be deemed to be a breach of this Agreement.

5.6 Date of Termination. “Date of Termination” shall mean:

            (a) if the Executive’s employment is terminated by the Company, other than for Cause or Disability, the Date of Termination shall be the date set forth in the Company’s written notice of such termination under Section 5.4;

            (b) if the Executive’s employment is terminated by the Company for Cause, the Date of Termination shall be the date upon which the applicable cure period provided under Section 5.3 expires;

            (c) if the Executive’s employment is terminated by the Executive, the date of termination shall be fifteen 15 days after the date on which the Executive notifies the Company of such termination, or earlier if the Company elects;

            (d) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

 

 

 

            (a) The Company shall pay to the Executive all Accrued Obligations.

            (b) The Company shall pay to the Executive in cash a lump sum amount equal to 9 months’ Base Salary (the “Severance Obligations”).

 

 

SECTION 7: TAXES. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes or other withholdings as shall be required or permitted to be withheld pursuant to any applicable law or regulation, the operation of any incentive, savings, retirement, or welfare or fringe benefit plan, or by written agreement with the Executive.

SECTION 8: CONFIDENTIAL INFORMATION AND NON-COMPETITION.

SECTION 9: INDEMNIFICATION. The Company agrees to obtain a directors and officers’ liability insurance policy covering the Executive.  The Company will provide the Executive with indemnification in accordance with the Company’s by-laws and applicable law, for liabilities arising out of his employment with the Company.

SECTION 10: SURVIVAL. The Executive agrees that Sections 8 and 9 of this Agreement shall survive the termination of (a) this Agreement, (b) the Employment Period and/or (c) the Executive’s employment with the Company.

SECTION 11: SUCCESSORS. This Agreement is personal to the Executive and may not be assigned by the Executive. This Agreement shall inure to the benefit of, and be enforceable by, the Executive and the Executive’s legal representatives, as applicable. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

 

 

 

SECTION 12: NOTICES. All notices and other communications hereunder shall be in writing and shall be given by facsimile transmission, hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth below:

If to the Company:                               Meade Technologies Inc.

                455 Broadway, 4th Floor                                                                           

New York, New York 10012

                                Attn: Daniel Klaus

With a copy to:                                     Pillsbury Winthrop Shaw Pittman LLP

1540 Broadway

New York, NY 10036

Attn: Ronald Fleming

If to the Executive, to Executive’s then current address on file with the Company. In the event of an address change, to either party at such other address as either party shall have furnished to the other in writing in accordance herewith. Any such notice and communications shall be effective when actually received by the addressee.

SECTION 13: MISCELLANEOUS.

 

 

 

 

13.3 Compliance with Section 409A of the Code.  To the fullest extent applicable, amounts and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Code Section 409A and, to the extent that any such amount or benefit is or becomes subject to Code Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or benefits and will be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent.  Notwithstanding anything herein to the contrary, (i) if on the date the Employee “separates from service” within the meaning of Treasury Regulation section 1.409A-1(h), (A) the Company is publicly traded, (B) the Employee is a Specified Employee, and (C) the Company reasonably determines that (x) a payment or benefit payable hereunder as a result of the Employee’s termination of employment constitutes nonqualified deferred compensation that is subject to the requirements of Section 409A of the Code and (y) the deferral of the commencement of such payments or benefits is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will withhold and accumulate such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s separation from service date (or the earliest date as is permitted under Section 409A of the Code), at which time the withheld and accumulated payments shall be paid to the Employee in a single lump sum payment and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax.

                  13.  Captions.  The captions of this Agreement are not part of the provisions hereof and shall not have any force or effect.

13.6 Counterparts.  This Agreement may be executed in or counterparts, each of which will be deemed to be an original thereof, but all of which together will constitute one and the same instrument.

 

 

 

 

13.7  Waiver of Breach.  No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or subsequent breach.  No waiver by the Company of any right under this Agreement will be construed as a waiver of any other right.

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      IN WITNESS WHEREOF, the Executive has signed this Agreement and, the Company has caused this Agreement to be signed in its name and on its behalf, all as of the day and year first above written.

                                    Meade Technologies Inc.

                                     By: /s/Daniel Klaus

                                           Title: Acting Chief Executive Officer

                                           Name: Daniel Klaus

 

                                     By: /s/ Raymond B. Lang                               

                                           Name:   Raymond B. Lang