Exhibit 10.50
MEADE INSTRUMENTS CORP.
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EMPLOYEE STOCK OWNERSHIP PLAN
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Amendment No. 2 to Amended and Restated Plan
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WHEREAS, Meade Instruments Corp. (the "Company") maintains the Meade
Instruments Corp. Employee Stock Ownership Plan (the "Plan") for the benefit of
eligible Employees;
WHEREAS, it is necessary to amend the Plan to conform to certain
provisions of the Internal Revenue Code of 1986, as amended by the Taxpayer
Relief Act of 1997, the Community Renewal Tax Relief Act of 2000 and the
Economic Growth and Tax Relief Reconciliation Act of 2001; and
WHEREAS, it is desirable to clarify certain existing Plan provisions.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 2 is amended by restating the definition of "Compensation"
to read as follows, effective as of January 1, 2002:
Compensation......... The total wages and other compensation paid
to an Employee by the Company during each
Plan Year, as reported on the Employee's Tax
and Wage Statement (Form W-2), including any
Elective Deferrals made on his behalf to the
401(k) Plan, any amounts withheld pursuant
to the Company's Cafeteria Plan (under
Section 125 of the Code) and any "qualified
transportation benefits" under Section
132(f)(4) of the Code, but excluding
employer contributions to a plan of deferred
compensation, amounts realized in connection
with stock options, amounts which receive
special tax benefits, and any amount in
excess of $200,000 (as adjusted periodically
by the Internal Revenue Service after 2002
for increases in the cost of living pursuant
to Section 401(a)(17) of the Code).
2. Section 7(a) is amended by restating the first sentence thereof to
read as follows, effective as of January 1, 2002:
The Annual Additions for each Plan Year with respect to any
Participant may not exceed the lesser of:
(1) 100% of his Compensation; or
(2) $40,000, as adjusted for increases in the
cost of living pursuant to Section
415(d)(1)(C) of the Code.
3. Section 11(b) is amended by restating the last sentence thereof to
read as follows, effective as of October 17, 2000:
If the value of a Participant's Capital Accumulation exceeds $5,000,
no portion of his Capital Accumulation may be distributed to him
without his written consent before he attains age 62.
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4. Section 13(b) is amended by restating the last sentence thereof to
read as follows, effective as of January 1, 1999:
A deceased Participant's entire Capital Accumulation shall be
distributed to his Beneficiary on or before the December 31st of the
calendar year that includes the fifth anniversary of his death, except
to the extent that distribution has previously commenced in accordance
with Section 11(b)(2).
5. Section 13(d) is restated to read as follows, effective as of
January 1, 2002:
If a distribution of a Participant's Capital Accumulation is
neither one of a series of annual installments over a period of ten
years (or more), a hardship withdrawal nor the minimum amount required
to be distributed pursuant to the second sentence of Section 11(c) (an
"eligible rollover distribution"), the Committee shall notify the
Participant (or any spouse or former spouse who is his alternate payee
under a "qualified domestic relations order" (as defined in Section
414(p) of the Code)) or the Participant's surviving spouse of his right
to elect to have the "eligible rollover distribution" paid directly to
an "eligible retirement plan" (within the meaning of Section 401(a)(31)
of the Code) that is an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described
in Section 408(b) of the Code, a qualified trust described in Section
401(a) of the Code, a qualified annuity plan described in Section
403(a) of the Code, an annuity contract described in Section 403(b) or
an eligible plan described in Section 457(b) of the Code (which is
maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state) that
accepts "eligible rollover distributions." Any election under this
Section 13(d) shall be made and effected in accordance with such rules
and procedures as may be established from time to time by the Committee
in order to comply with Section 401(a)(31) of the Code.
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To record the adoption of this Amendment No. 2 to the Plan, the Company
has caused it to be executed this 18th day of December, 2002.
MEADE INSTRUMENTS CORP.
By /s/ Brent W. Christensen
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Brent W. Christensen
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