Exhibit 10.46  REALD INC.2010 STOCK INCENTIVE PLAN STOCK UNIT AGREEMENT  The Company hereby awards Stock Units to the Participant named below.  The terms and conditions of the Award are set forth in this cover sheet, in theattached Stock Unit Agreementand in the RealD Inc. 2010 Stock Incentive Plan as it may be amended from time to time.  This cover sheet is incorporated into and a part of the attachedStock UnitAgreement (together, the Agreement).  Date of Award:  Name of Participant:  Number of Stock Units Awarded:  Fair Market Value of a Share on Date of Award:  $  VestingCalculationDate:  Vesting Schedule:  Subject to all terms of the Agreement and your continued Service, the Stock Units under this Award shall vest as to one-third (1/3) of the total number of Stock Units covered by this Award, as shown above, on the first anniversary of the Vesting Calculation Date.  Thereafter,an additional one-twelfth (1/12)of the total number of Stock Units covered by this Awardshall incrementally vest every three months over the following two years with the first such vesting installment occurring on the date that is three months after the first anniversary of the Vesting Calculation Date, subject in all cases to your continued Service.  The resulting aggregate number of vested Stock Units will in each case be rounded down to the nearest whole number.  Subject to the terms of any executed employment agreement you may have with the Company, no Stock Units will vest after your Service has terminated for any reason and you will forfeit to the Company without consideration on your Termination Date all of the unvested Stock Units subject to this Award and you shall cease to have right or entitlement to receive any Shares under such canceled Stock Units.  By signing this cover sheet, you agree to all of the terms and conditions described in the Agreement and in the Plan and the Plans prospectus.  You are also acknowledging receipt of this Agreement and a copy of the Plan and the Plans prospectus.  Participant:(Signature)Company:  1


(Signature)Name:Title:  Attachment  2


REALD INC. 2010 STOCK INCENTIVE PLAN  STOCK UNIT AGREEMENT  The Plan and Other Agreements

The text of the Plan is incorporated in this   Agreement by reference.You and the Company agree to execute such   further instruments and to take such further action as may reasonably be   necessary to carry out the intent of this Agreement. Unless otherwise defined   in this Agreement or the attached cover sheet, certain capitalized terms used   in this Agreement are defined in the Plan.

This Agreement and the Plan constitute the   entire understanding between you and the Company regarding this Award of   Stock Units. Any prior agreements, commitments or negotiations are   superseded.Award of Stock Units

The   Company awards you the number of Stock Units shown on the cover sheet of this   Agreement. The Award is subject to the terms and conditions of this Agreement   and the Plan.Vesting

The   Stock Units subject to this Award shall become vested pursuant to the Vesting   Schedule described in the cover sheet of this Agreement. Only vested Stock   Units shall be eligible for settlement.Settlement

To   the extent a Stock Unit and Dividend Equivalents (defined in the section   below) becomes vested and subject to your satisfaction of any tax withholding   obligations as discussed below, each vested Stock Unit and each vested   Dividend Equivalent will entitle you to receive one Share which will be   distributed to you on the earliest to occur of: (i) within thirty (30)   days after vesting of the Stock Units; (ii) within ten (10) days   after your Termination Date; or (iii)the consummation of a Change In Control.

Issuance   of Shares shall be in complete satisfaction of such vested Stock Units and   Dividend Equivalents. Such settled Stock Units and Dividend Equivalents shall   be immediately canceled and no longer outstanding and you shall have no   further rights or entitlements related to those settled Stock Units and   Dividend Equivalents.Dividend   Equivalents

If   the Company declares and pays a dividend on the Shares, you shall be credited   with dividend equivalents equal to the dividends you would have received if   you had been the owner of a number of Shares (as opposed to Stock Units) on   such dividend payment date (the Dividend Equivalents). Any Dividend   Equivalents deriving from a cash dividend shall be converted into additional   Stock Units based on the Fair Market Value of Common Stock on the dividend   payment date, rounded down to the nearest full Share. Any Dividend  3


Equivalents   deriving from a dividend of Shares shall be converted into additional Stock   Units on a one-for-one basis. You shall continue to be credited with Dividend   Equivalents until the settlement date (as described in the preceding   Settlement section). The Dividend Equivalents so credited shall be subject to   the same terms and conditions as this Award, and they shall vest (or, if   applicable, be forfeited) and be settled, without interest thereon, in the   same manner and at the same time as this Award, as if they had been granted   at the same time as such Award. Any Dividend Equivalents so credited which do   not vest shall be forfeited and retained, without consideration, by the   Company. Your rights to Dividend Equivalents shall cease upon forfeiture or   settlement of the Stock Units.No   Assignment

Stock   Units shall not be sold, anticipated, assigned, attached, garnished,   optioned, transferred or made subject to any creditors process, whether   voluntarily, involuntarily or by operation of law. However, this shall not   preclude a transfer of vested Stock Units by will or by the laws of descent   and distribution. In addition, pursuant to Company procedures, you may   designate a beneficiary who will receive any outstanding vested Stock Units   in the event of your death. Regardless of any marital property settlement   agreement, the Company is not obligated to recognize your spouses interest   in your Award in any way.Leaves   of Absence

For   purposes of this Award, your Service does not terminate when you go on a bona fide leave of absence that was approved by the   Company (or its Parent, Subsidiary or Affiliate) in writing, if the terms of   the leave provide for continued Service crediting, or when continued Service   crediting is required by applicable law. Your Service terminates in any event   when the approved leave ends, unless you immediately return to active work.

The   Company determines which leaves count for this purpose (along with   determining the effect of a leave of absence on vesting of the Award), and   when your Service terminates for all purposes under the Plan.Voting   and Other Rights

A   holder of Stock Units shall have no rights other than those of a general   creditor of the Company. Subject to the terms of this Agreement, a holder of   outstanding Stock Units has none of the rights and privileges of a   stockholder of the Company, including no right to vote. Subject to the terms   and conditions of this Agreement, the Stock Units create no fiduciary duty of   the Company to you and only represent an unfunded and unsecured contractual   obligation of the Company. The Stock Units shall not be treated as property   or as a trust fund of any kind.  4


You, or your estate or heirs, have no rights   as a stockholder of the Company until Shares have been issued to you.Restrictions   on Issuance

The   Company will not issue any Shares if the issuance of such Shares at that time   would violate any law or regulation.Taxes   and Withholding

You   will be solely responsible for payment of any and all applicable taxes,   including without limitation any penalties or interest based upon such tax   obligations, associated with this Award.

The   delivery to you of any Shares underlying vested Stock Units will not be   permitted unless and until you have satisfied any withholding or other taxes   that may be due. Any such tax withholding obligations may be settled in the   Companys discretion by the Company withholding and retaining a portion of   the Shares from the Shares that would otherwise be deliverable to you under   the vesting Stock Units as provided in the next two sentences. Such withheld   Shares will be applied to pay the withholding obligation by using the   aggregate Fair Market Value of the withheld Shares as of the date   of vesting. You will be delivered the net amount of vested Shares after   the Share withholding has been effected and you will not receive the withheld   Shares. The Company will not deliver any fractional number of Shares.

To   the extent applicable, each payment provided to you shall be considered a   separate payment and not one of a series of payments for purposes of Code   Section 409A. It is intended that payments under this Agreement will be   exempt from or comply with Code Section 409A but the Company makes no   representation or covenant to ensure that the payments under this Agreement   are exempt from, or compliant with, Code Section 409A, and will have no   liability to you or any other party if a payment under this Agreement that is   intended to be exempt from, or compliant with, Code Section 409A is not   so exempt or compliant.

Notwithstanding   anything to the contrary, if, upon your Separation From Service, you are then   a Specified Employee, then to the extent necessary to comply with Code   Section 409A, the Company shall defer payment of certain of the amounts   owed to you under this Agreement until the earlier of (i) ten   (10) days after the Company receives written confirmation of your death   or (ii) the first business day of the seventh month following your   separation from service. Any such delayed payments shall be made to you (or   your beneficiaries) without interest.Restrictions   on Resale

By   signing this Agreement, you agree not to sell, transfer, dispose of, pledge,   hypothecate, make any short sale of, or otherwise effect a similar   transaction of any Shares acquired under this Award (each a Sale   Prohibition) at a time when applicable laws, regulations or  5


Company   or underwriter trading policies prohibit the disposition of Shares. The   Company shall have the right to designate one or more periods of time, each   of which generally will not exceed one hundred eighty (180) days in   length (provided however, that such period may be extended in connection with   the Companys release (or announcement of release) of earnings results or   other material news or events), and to impose a Sale Prohibition, if the   Company determines (in its sole discretion) that such limitation(s) is   needed in connection with a public offering of Shares or to comply with an   underwriters request or trading policy, or could in any way facilitate a   lessening of any restriction on transfer pursuant to the Securities Act or   any state securities laws with respect to any issuance of securities by the   Company, facilitate the registration or qualification of any securities by   the Company under the Securities Act or any state securities laws, or   facilitate the perfection of any exemption from the registration or   qualification requirements of the Securities Act or any applicable state   securities laws for the issuance or transfer of any securities. The Company   may issue stop/transfer instructions and/or appropriately legend any stock   certificates issued pursuant to this Award in order to ensure compliance with   the foregoing. Any such Sale Prohibition shall not alter the vesting schedule   set forth in this Agreement.

If   the sale of Shares under the Plan is not registered under the Securities Act,   but an exemption is available which requires an investment or other   representation, you shall represent and agree at the time of settlement of   vested Stock Units that the Shares being acquired under this Award are being   acquired for investment, and not with a view to the sale or distribution   thereof, and shall make such other representations as are deemed necessary or   appropriate by the Company and its counsel.

You   may also be required, as a condition of this Award, to enter into any Company   stockholder agreement or other agreements that are applicable to   stockholders.No   Retention Rights

Your Award or this Agreement does not give   you the right to be retained by the Company (or any Parent or any   Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and   any Subsidiaries or Affiliates) reserves the right to terminate your Service   at any time and for any reason.Extraordinary   Compensation

This   Award and the Shares subject to the Award are not intended to constitute or   replace any pension rights or compensation and are not to be considered   compensation of a continuing or recurring nature, or part of your normal or   expected compensation, and in no way represent any portion of your salary,   compensation or other remuneration for any purpose, including but not limited   to, calculating  6


any   severance, resignation, termination, redundancy, dismissal, end of Service   payments, bonuses, long-service awards, pension or retirement benefits or   similar payments.Adjustments

In   the event of a stock split, a stock dividend or a similar change in the   Company stock, the number of outstanding Stock Units covered by this Award   may be adjusted (and rounded down to the nearest whole number) pursuant to   the Plan. Your Stock Units shall be subject to the terms of the agreement of   merger, liquidation or reorganization in the event the Company is subject to   such corporate activity.Legends

All   certificates representing the Shares issued under this Award may, where   applicable, have endorsed thereon the following legends and any other legend   the Company determines appropriate:

THE   SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON   TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT   BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN   INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE   COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE   COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS   CERTIFICATE.THE   SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT   OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE   TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN   OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH   REGISTRATION IS NOT REQUIRED.Notice

Any   notice to be given or delivered to the Company relating to this Agreement   shall be in writing and addressed to the Company at its principal corporate   offices. Any notice to be given or delivered to you relating to this Agreement   shall be in writing and addressed to you at such address of which you advise   the Company in writing. All notices shall be deemed effective upon personal   delivery or upon deposit in the U.S. mail, postage prepaid and properly   addressed to the party to be notified.  7


Applicable Law

This Agreement will be interpreted and   enforced under the laws of the State of California.Voluntary Participant

You acknowledge that you are voluntarily   participating in the Plan.No Rights to Future Awards

Your rights, if any, in respect of or in   connection with this Award or any other Award are derived solely from the   discretionary decision of the Company to permit you to participate in the   Plan and to benefit from a discretionary Award. By accepting this Award, you   expressly acknowledge that there is no obligation on the part of the Company   to continue the Plan and/or grant any additional Awards to you or benefits in   lieu of any other Awards even if Awards have been granted repeatedly in the   past. All decisions with respect to future Awards, if any, will be at the   sole and absolute discretion of the Committee.Future Value

The future value of the underlying Shares is   unknown and cannot be predicted with certainty. If the underlying Shares do   not increase in value after the Date of Award, the Award will have less value   (or even no value) than it may have on the Date of Award.No Right to Damages

You will have no right to bring a claim or to   receive damages if any portion of the Award is cancelled or expires. The loss   of existing or potential profit in the Award will not constitute an element   of damages in the event of the termination of your Service for any reason,   even if the termination is in violation of an obligation of the Company or a   Parent or a Subsidiary or an Affiliate to you.No Advice Regarding Award

The Company has not provided any tax, legal   or financial advice, nor has the Company made any recommendations regarding   your participation in the Plan, or your acquisition or sale of the underlying   Shares. You are hereby advised to consult with your own personal tax, legal   and financial advisors regarding your participation in the Plan before taking   any action related to the Plan or this Award.Data Privacy

You   hereby explicitly and unambiguously consent to the collection, use and   transfer, in electronic or other form, of your personal data as described in   this document by the Company for the exclusive purpose of implementing,   administering and managing your participation in the Plan. You understand   that the Company holds certain personal information about you, including, but   not limited to, name, home address and telephone number, date of birth,   social security or insurance number or other identification number, salary,   nationality, job title, any shares of stock or directorships held in the   Company, details of all Awards or any other entitlement to Shares awarded,   canceled, purchased, exercised, vested, unvested or outstanding in your favor   for the purpose of implementing, managing and  8


administering   the Plan (Data). You understand that the Data may be transferred to any   third parties assisting in the implementation, administration and management   of the Plan, that these recipients may be located in your country or   elsewhere and that the recipient country may have different data privacy laws   and protections than your country. You authorize the recipients to receive,   possess, use, retain and transfer the Data, in electronic or other form, for   the purposes of implementing, administering and managing your participation   in the Plan, including any requisite transfer of such Data, as may be   required to a broker or other third party with whom you may elect to deposit   any Shares acquired under the Plan.Other   Information

You   agree to receive stockholder information, including without limitation copies   of any annual report, proxy statement and/or any current/periodic report,   from the Companys website at www.reald.com, if the Company wishes to provide   such information through its website.  By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above, and in the Plan and Plan prospectus.  9