Effective February 3, 2009, Steven Muellner resigned as the Chief Executive Officer and President and as a director of Meade Instruments Corp. (the "Company"). Steve Murdock was appointed to the position of Chief Executive Officer of the Company to replace Mr. Muellner. Mr. Murdock served as Chief Executive Officer of the Company from June 2003 through May 2006 and has served as a director since May 2006. Mr. Murdock has agreed to serve for one year at an annual salary of $1.00. In connection therewith, Mr. Murdock was granted 500,000 options at an exercise price of $0.22 per share under the Company's 2008 Stock Incentive Plan (the "Plan"). Mr. Murdock was also granted 750,000 options at an exercise price of $0.22 per share outside the Plan, subject to stockholder approval at the next annual meeting of stockholders. The options vest quarterly over a period one year.

In connection with Mr. Muellner's resignation, the Company entered into an executive severance agreement with Mr. Muellner relating to his separation from the Company. A copy of such executive severance agreement is filed with this report as Exhibit 10.121 and is incorporated herein by reference. This executive severance agreement supersedes the employment agreement the Company entered into with Mr. Muellner in July 2007.

Pursuant to the executive severance agreement, Mr. Muellner's resignation was effective February 3, 2009. The executive severance agreement provides that Mr. Muellner will receive (i) a lump sum payment of $400,000 in February 2009 and (ii) a lump sum payment equal to approximately $8,000 in respect of anticipated COBRA premiums for the first twelve months following his resignation. The executive severance agreement also includes a waiver and release of claims by Mr. Muellner and the Company.

On January 31, 2009, Harry Casari resigned as a director of the Company.

On February 4, 2009, James Chadwick resigned as a director of the Company.

A copy of a February 5, 2009 press release relating to the above events is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits

The following exhibits are being furnished herewith:

Exhibit No.                         Exhibit Title or Description

  10.121       Executive Severance Agreement between Steven Muellner and Meade
               Instruments Corp. dated February 3, 2009

   99.1        Press Release of Meade Instruments Corp. dated February 5, 2009