2005 Stock Plan Stock Option Agreement



 Exhibit 10.7 
  
 DOLBY LABORATORIES, INC. 
  
 2005 STOCK PLAN 
  
 STOCK OPTION AGREEMENT 
  
 Unless otherwise defined herein, the terms defined in the Dolby Laboratories, Inc. 2005 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option
Agreement”). 
  

	I.	NOTICE OF STOCK OPTION GRANT 

  
 Participant: 
  
 Address: 
  
 Participant has been granted an Option, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

			
	 Grant Number
	  	______________________________________
		
	 Date of Grant
	  	______________________________________
		
	 Vesting Commencement Date
	  	______________________________________
		
	 Exercise Price per Share
	  	$ _____________________________________
		
	 Total Number of Shares Granted
	  	______________________________________
		
	 Total Exercise Price
	  	$ _____________________________________
		
	 Type of Option:
	  	         Incentive Stock Option
		
	 	  	         Nonstatutory Stock Option
		
	 Term/Expiration Date:
	  	______________________________________

  
 Vesting
Schedule: 
  
 Subject to Participant continuing to be a
Service Provider and other limitations set forth in the Plan and this Option Agreement, this Option may be exercised, in whole or in part, in accordance with the following schedule: 
  

						
	 Date of Vesting

	  	Total Number of Shares Vested

	  	Percent Vested

	 
	 	  	 	  	25	%
	 	  	 	  	50	%
	 	  	 	  	75	%
	 	  	 	  	100	%

  
 Termination
Period: 
  
 This Option will be exercisable for three (3)
months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for one (1) 










 
year after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date
as provided above. 
  

	II.	AGREEMENT 

  

	 	A.	Grant of Option.  

  
 The Administrator hereby grants to Participant named in the Notice of Stock Option Grant (the “Notice of Grant”) an Option to
purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by
reference, and this Option Agreement. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail. 
  
 If designated in the Notice of Grant
as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), or otherwise does not qualify as an Incentive Stock Option, it shall be treated as a Nonstatutory Stock Option. 
  

	 	B.	Exercise of Option. 

  
 (a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of
Grant and the applicable provisions of the Plan and this Option Agreement. 
  
 (b) Method of Exercise. This Option is exercisable by (i) delivery of an exercise notice, in the form and manner determined by the Administrator, or (ii) following an electronic or other exercise procedure
prescribed by the Administrator, which in either case shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the Plan. Participant shall provide payment of the aggregate Exercise Price as to all Exercised Shares at the time of exercise, together with any applicable withholding taxes
arising in connection with such exercise. This Option shall be deemed to be exercised upon receipt by the Company of a fully executed exercise notice or completion of such exercise procedure, as the Administrator may determine in its sole
discretion, accompanied by such aggregate Exercise Price and any applicable withholding taxes. 
  
 No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes, the Exercised Shares shall be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares. 
  

	 	C.	Method of Payment. 

  
 Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of Participant:

  
 1. cash; 
  
 2. check; 
  
 3. other Shares which meet the conditions established by the
Administrator to avoid adverse accounting consequences (as determined by the Administrator); or 
  
 4. consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan.

  

	 	D.	Non-Transferability of Option. 

  
 This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the Plan 










 
and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant. 
  

	 	E.	Term of Option. 

  
 This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Option Agreement. 
  

	 	F.	Tax Obligations.  

  
 1. Withholding Taxes. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing
or retaining Participant) for the satisfaction of all Federal, state, and local income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
  
 2. Notice of Disqualifying Disposition of Incentive Stock Option Shares. If the Option granted to Participant herein is an
Incentive Stock Option, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (1) the date two years after the date the Option is granted, or (2) the date one
year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by
Participant. 
  

	 	G.	Entire Agreement; Governing Law. 

  
 The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest
except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of California. 
  

	 	H.	NO GUARANTEE OF CONTINUED SERVICE. 

  
 PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH IN THE NOTICE OF GRANT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S (OR PARENT’S OR SUBSIDIARY’S) RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

  
 By Participant’s electronic signature and the electronic
signature of the Company’s representative, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Participant has reviewed the Plan and this Option
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement.