REALD INC. [·] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • New York
RealD Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of common stock, par value $0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [·] shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] shares of common stock of the Company, and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [·] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock o
May 25, 2010Separation Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
On behalf of RealD Inc., a Delaware corporation (the “Company”), I am pleased to provide you with this letter setting forth the terms and conditions of your continued employment with the Company (the “Agreement”).
REALD INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of the 8th day of April, 2010 (the “Agreement”), by and between RealD Inc., a Delaware corporation (the “Company”), and Michael Lewis (“Indemnitee”), with reference to the following facts:
Credit and Security AgreementCredit and Security Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Credit and Security Agreement (“Agreement”) is entered into as of July 26, 2007, by and between REAL D, a California corporation (“Borrower”), and City National Bank, a national banking association (“CNB”).
REAL D 100 N. Crescent Drive., Suite 120 Beverly Hills, CA 90210 September 1, 2007RealD Inc. • May 26th, 2010 • Radio & tv broadcasting & communications equipment • California
This Amended and Restated Agreement of Employment by and between REAL D (“REAL D”, or the “Company”) and Andrew Skarupa (this “Agreement”) amends and restates the terms contained in that certain Offer of Employment by REAL D dated December 17, 2004, previously agreed to by you and REAL D (the “Employment Offer”). You shall report directly to the Chief Executive Officer, and your title shall be Chief Financial Officer. The terms of our offer, and the benefits to be provided by the Company, each to be effective as of September 1, 2007, are as follows:
EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENTEmployee Invention Assignment And • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
In consideration of, and as a condition to, my employment with RealD Inc., a Delaware corporation (the “Company”), I hereby represent to, and agree with, the Company as follows:
REALD INC. 2010 STOCK INCENTIVE PLAN NONSTATUTORY PERFORMANCE STOCK OPTION AGREEMENTNonstatutory Performance Stock Option Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
RealD Inc., a Delaware corporation (the “Company” or “RealD”), hereby grants an Option to purchase shares of its Common Stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the RealD Inc. 2010 Stock Incentive Plan (the “Plan”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of December 2007, by and among REAL D, a California corporation (the “Company”), each of the investors listed on Exhibit A hereto (each an “Investor” and collectively the “Investors”), and Michael V. Lewis and Joshua Greer (each a “Founder”, and collectively the “Founders”, and collectively with the Investors, the “Shareholders”).
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Second Amendment to Credit and Security Agreement (“Amendment”) is entered into as of November 6, 2009, by and between REAL D, a California corporation (“Borrower”) and City National Bank, a national banking association (“CNB”).
May 25, 2010Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
On behalf of RealD Inc., a Delaware corporation (the “Company”), I am pleased to provide you with this letter setting forth the terms and conditions of your continued employment with the Company (the “Agreement”).
Real D 100 N. Crescent Drive., Suite 120 Beverly Hills, CA 90210 September 1, 2007RealD Inc. • May 26th, 2010 • Radio & tv broadcasting & communications equipment • California
This Amended and Restated Agreement of Employment by and between REAL D, Inc. (“REAL D”, or the “Company”) and Joseph Peixoto (this “Agreement”) amends and restates the terms contained in that certain Offer of Employment by REAL D dated January 16, 2006, previously agreed to by you and REAL D (the “Employment Offer”). You shall report directly to the Chief Executive Officer, and your title shall be President Worldwide Cinema. The terms of our offer, and the benefits to be provided by the Company, each to be effective as of September 1, 2007, are as follows:
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Separation Agreement and General Release of Claims (the “Agreement”) is entered into by and between RealD Inc., a Delaware corporation (the “Company”), and [ ] (“Executive”) (together “the Parties”). This Agreement is effective only if it has been executed by each of the Parties and the revocation period has expired without revocation as set forth in Sections 5(c) and (d) below (the “Effective Date”).
January 21, 2010RealD Inc. • May 26th, 2010 • Radio & tv broadcasting & communications equipment • California
On behalf of RealD (the “Company”), I am pleased to offer you the position described herein and present you with this offer letter agreement (the “Agreement”) setting forth certain terms and conditions of your employment.
February 25, 2010RealD Inc. • May 26th, 2010 • Radio & tv broadcasting & communications equipment • California
On behalf of Real D, Inc., (the “Company”), 1 am pleased to offer you the position described herein and present you with this offer letter agreement (the “Agreement”) setting forth certain terms and conditions of your employment.
EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENTEmployee Invention Assignment and Confidentiality Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
In consideration of, and as a condition to, my employment with RealD Inc., a Delaware corporation (the “Company”), I hereby represent to, and agree with, the Company as follows:
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Separation Agreement and General Release of Claims (the “Agreement”) is entered into by and between RealD Inc., a Delaware corporation (the “Company”), and Michael V. Lewis (“Executive”) (together “the Parties”). This Agreement is effective only if it has been executed by each of the Parties and the revocation period has expired without revocation as set forth in Sections 5(c) and (d) below (the “Effective Date”).
TERM NOTERealD Inc. • May 26th, 2010 • Radio & tv broadcasting & communications equipment
For Value Received, the undersigned, REAL D, a California corporation (“Borrower”), promises to pay to the order of City National Bank, a national banking association (“CNB”), at its Office located at Los Angeles, California, the principal amount of Ten Million Dollars ($10,000,000.00), plus interest on the unpaid principal balance, computed on the basis of a 360-day year, actual days elapsed, at the rates, times and in accordance with the terms of that certain Credit and Security Agreement between Borrower and CNB, dated as of July 26, 2007, as it may be amended from time to time (the “Credit Agreement”). Principal is payable as set forth in the Credit Agreement. Capitalized terms not defined herein will have the meanings given them in the Credit Agreement.
