Exhibit 10.38


 





 


Mr R Mayson

Church View

36a Lukes Lea

Marsworth


HP23 4NH


 


November 5, 2008


 


Dear Bob


 


EMPLOYMENT WITH REALD EUROPE LIMITED


 


As  discussed, I enclose the proposed
contract of employment for your new
role with RealD Europe  Limited. Please sign this contract and
return a copy of it to me.


 


Stock Options


 


In addition to the
benefits set out in the enclosed employment agreement, you will be entitled to participate in the REALD 2004
Amended and Restated Stock Incentive Plan (the “Plan”). Your rights under the Plan will be determined exclusively
in accordance with the terms and conditions and other governing documentation
of the Plan from time to time in force, including but not limited to the terms
of grant of stock options under the Plan. For the avoidance of doubt, the grant
of any stock options under the Plan is a matter entirely separate from your
employment with RealD Europe Limited.


 


The Board of RealD
Europe Limited (the “Board”) will recommend to the Board of Directors of REAL D  that, upon commencement of your employment, you are granted an
option to purchase 20,000
shares of common stock, subject to the terms and conditions and other governing
documentation of the Plan from time to time in force.


 


The Board will
also recommend to the Board of Directors of REAL D that your options shall vest
according to the  following:


 


For each, 100
Newly-Contracted Screens ordered as a direct result of your efforts, you shall
vest 1,000 shares of common stock, subject to the terms and conditions and other governing documentation of the Plan
from time to time in force. The determination of whether the relevant order of
Newly-Contracted Screens was made as a direct result of the Executive’s efforts
shall be made by the Board in its absolute discretion (without you being
entitled to vote on the issue). “Newly-Contracted Screens”, for these purposes, means
theatrical exhibition auditoriums equipped with the REAL D 3D System in
respect of which the Company receives a purchase order from any company to whom no member of the
RealD group has sold such screens prior to the commencement of your employment with RealD Europe Limited.


 


In
accepting the grant of the above options, you agree that you waive all and any
rights to compensation or damages in consequence of the termination of your
office or employment with any company for any reason whatsoever (whether such
cessation is lawful or unlawful) insofar as those rights arise, or may arise,
from your ceasing to have rights under or be entitled to an option as a result of
such termination or from the loss or diminution in value of such option, rights
or


 


100
N. Crescent Dr. Suite 120 Beverly Hills, CA 90210 | www.reald.com


 

















 


entitlements.
If necessary, the terms of your employment shall be deemed to be varied accordingly.


 


Yours
sincerely


 


 


	
  /s/ Andrew A. Skarupa

  	
   

  
	
  Andrew A. Skarupa

  For and on  behalf of RealD Europe Limited

  	
   

  



 


 


I agree to accept the grant of any stock options on the
terms set out in this letter.


 


	
  Signed:

  	
  /s/
  Robert Mayson

  	
   

  
	
   

  	
  Robert
  Mayson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  6th November

  	
   

  



 

















 





 


DATED November 2008


 


 


BETWEEN


 


REALD EUROPE LIMITED


 


and


 


ROBERT MAYSON


 






 


DIRECTOR’S SERVICE AGREEMENT


 






 


 


Baker & McKenzie LLP


 

















 





 


THIS AGREEMENT is made
on the         day of November 2008


 


B E T W E E N:


 


(1)           RealD Europe Limited, a company
registered in England with registered number 6732875, whose registered office
is at 100 New Bridge Street, London, EC4V 6JA (“the Company”);


 


and


 


(2)           Robert Mayson of Church View, 36a Likes Lea,
Marsworth, HP23 4NH


 


(“the Executive”)


 


WHEREAS the Board of
Directors of the Company (“the Board”) have approved the terms of this
Agreement under which the Executive is to be employed.


 


IT IS HEREBY AGREED as
follows:-


 


1.             APPOINTMENT


 


The Company shall
employ the Executive and the Executive shall serve the Company as Managing
Director on and subject to the terms and conditions specified herein (“the
Employment”).


 


2.             COMMENCEMENT OF EMPLOYMENT


 


2.1           The Employment commenced on 3 November 2008 (“the Commencement
Date”) and shall continue for a period of twelve months, expiring on 2 November 2009,
subject to earlier termination by either party on three months’ written notice,
or under Clause 15 below.


 


2.2           The parties  shall have the option of renewing this
Agreement for
successive terms, subject to agreement in writing regarding such renewals, which option shall be discussed on or around the nine-month
anniversary of the Commencement Date.


 


2.3           The Executive’s period of continuous
employment will begin on the Commencement Date. No previous employment with any other
employer shall be treated as continuous with the Employment.


 


3.             DUTIES


 


3.1           The Executive shall be employed in the
post of Managing Director in which capacity he shall devote all necessary time,
attention and skill to his duties hereunder, and shall at all times act in the
interests of the Company and its Associated Companies, and shall faithfully and
diligently perform such duties and exercise such powers consistent therewith as
may from time to time be assigned to or vested in him by the Board or the
Company.


 


3.2           The Company reserves the right to assign
to the Executive duties of a different nature either additional to or instead
of those referred to in Clause 3.1 above, it being understood that he will not
be assigned duties which he cannot reasonably perform. The Company reserves the
right to require that the Executive shares his responsibilities with another
employee of the Company of similar status to him.


 


100
N. Crescent Dr. Suite 120 Beverly Hills, CA 90210 | www.reald.com


 

















 


3.3           The Executive shall obey the
reasonable and lawful orders of the Board, given by or with the authority of
the Board, and shall comply with all the Company’s rules, regulations, policies
and procedures from time to time in force.


 


3.4           The Executive may be required
in pursuance of his duties to perform services not only for the Company but
also for any Associated Company and, without further remuneration (except as otherwise
agreed), to accept any such office or position in any Associated Company which
is consistent with his position with the Company, as the Board or the
Company may from time to time reasonably require. The Company may at its sole
discretion assign the Executive’s employment to any Associated Company on the
same terms and conditions as set out herein.


 


3.5           The Executive shall work such
hours as are necessary for the proper performance of his duties of employment,
without any right to further remuneration in addition to that provided under this
Agreement. The Executive agrees that the characteristics of his position are
such that the duration of his working time is not
predetermined.


 


4.             EXCLUSIVITY
OF SERVICE


 


4.1           Subject to any written
regulations issued by the Company which are applicable to him, neither the
Executive nor his Immediate Relatives, nor any company business entity in which
he or they are interested, shall be entitled to receive or obtain directly or
indirectly any discount, rebate, commission or other benefit in respect of any
business transacted (whether or not by the Executive) by or on behalf of the Company
or any Associated Company, and if the Executive, his Immediate Relatives or any
company or business entity in which he or they is/are interested, shall
directly or indirectly obtain any such discount, rebate,
commission or other benefit the Executive shall forthwith account
to the Company or the applicable Associated Company for the amount received or value of the benefit so obtained.


 


4.2           The Executive confirms that
he has disclosed fully to the Company all circumstances in respect of
which there is, or there might be, a conflict of interest between
the Company or any Associated Company, and the Executive or his
Immediate Relatives, and he agrees to disclose fully to the
Company any such circumstances which may arise during the Employment.


 


5.             REMUNERATION


 


5.1           The Company shall pay to the
Executive a base salary of £6,245 per month, payable monthly in arrears by
equal instalments, and subject to deductions for tax and National Insurance. The Executive
shall have no automatic right to any increase in his salary.


 


5.2           The Executive shall also be
entitled to receive further remuneration by way of a bonus calculated in
accordance with, and subject to, Schedule 1 attached hereto, subject to
deductions for tax and National Insurance.


 


5.3           The remuneration specified in
Clause 5.1 and 5.2 above shall be inclusive of any fees to which the Executive
may be entitled as a Director of the Company or of any Associated Company.


 


5.4           The Company will reimburse
the Executive for all reasonable business expenses properly
incurred by him in the course of the Employment, subject to presentation of
valid receipts or other satisfactory evidence of the expenses and subject to the Company’s rules and policies
relating to expenses in place from time to time.


 


6.             DEDUCTIONS


 


The
Company shall be entitled at any time during the Employment, or in any event on
termination, to deduct from the Executive’s remuneration hereunder any monies
due from him


 

















 


to
the Company including but not limited to any outstanding loans, advances, the cost
of repairing any damage or loss to the Company’s property caused
by him (and of recovering the same), excess holiday, any sums due from him
under Clause 8.5 below and any other monies owed by him to the Company.


 


7.           PLACE
OF WORK


 


The Executive’s place of work shall be his home or
any place as the Company shall from time to time advise him. In the performance
of his duties hereunder, the Executive may be required to travel both
throughout and outside the United Kingdom.


 


8.           SICKNESS
BENEFITS


 


8.1          In case of sickness or other
incapacity for work, the Executive must comply with the Company’s rules, from
time to time in force, regarding sickness notification and doctor’s
certificates, details of which can be obtained from Board.


 


8.2          The Company reserves the
right to require the Executive to undergo a medical examination by a doctor or
consultant nominated by it, in which event the Company will bear the cost
thereof.


 


8.3          The Executive will be paid
Statutory Sick Pay (“SSP”) when he is eligible to receive it under the
legislation and regulations from time to time in force. The Executive otherwise
has no entitlement to any payment (including payment of salary) in respect of
any days of sickness absence.


 


8.4          Any outstanding or
prospective entitlement to Statutory Sick Pay shall not prevent the Company
from exercising its right to terminate or allow expiry of the Employment in
accordance with Clauses 2 or 15 hereof or otherwise and the Company shall not
be liable for any loss arising from such termination.


 


8.5          If the illness, accident or
other incapacity shall be, or appear to be, caused by actionable negligence of
a third party in respect of which damages are or may be recoverable, the
Executive shall immediately notify the Board of that fact and of any claim,
compromise, settlement or judgement made or awarded in connection with it. The
Executive shall also give to the Board all particulars the Board may reasonably
require and shall, if required by the Board, refund all or such part of the
sums paid to or for the benefit of him by way of salary, bonus or benefits
during the relevant period as the Board may reasonably determine. The amount to
be refunded shall not, however, exceed the amount of damages or compensation
and interest thereon recovered by the Executive, less any unrecovered costs
borne by him, in connection with the recovery of such damages or compensation,
and shall not exceed the total remuneration paid to him by way of salary, bonus
and benefits in respect of the period of such illness, accident or other
incapacity.


 


9.           HOLIDAYS


 


9.1          The Executive shall be
entitled to receive his normal remuneration for 5 weeks’ holiday in each
holiday year (1 January to 31 December), in addition to all Bank and
Public holidays normally observed in England. The Executive may only take his
holiday at such times as are agreed with the Board.


 


9.2          In the holiday years in
which the Employment commences or terminates the entitlement to holiday shall
accrue on a pro rata basis for each complete month of service.


 


9.3          The Company reserves the
right, at its sole discretion, to require the Executive to take all or part of
any outstanding holiday during any notice period or to make payment in lieu
thereof.


 

















 


9.4         Holiday entitlement for one
holiday year cannot be taken in subsequent holiday years. Failure to take
holiday entitlement in the appropriate holiday year will lead to forfeiture of
any accrued holiday not taken without any right to payment in lieu thereof.


 


10.          PENSION


 


The Company does not provide occupational
pension benefits to the Executive. There is therefore no contracting out
certificate in force in relation to the State Second Pension.


 


11.          REASONABLENESS
OF RESTRICTIONS


 


The Executive recognises that, whilst
performing his duties for the Company, he will have access to and come into
contact with trade secrets and confidential information belonging to the
Company or to Associated Companies and will obtain personal knowledge of and
influence over its or their customers and/or employees. The Executive therefore
agrees that the restrictions contained or referred to in Clauses 12 and 14 and
Schedule 2 are reasonable and necessary to protect the legitimate business
interests of the Company and its Associated Companies both during and after the
termination of his employment.


 


12.          CONFIDENTIALITY


 


12.1         The Executive shall neither
during the Employment (except in the proper performance of his duties) nor at
any time (without limit) after the termination thereof, directly or indirectly


 


(a)           use for his own purposes or
those of any other person, company, business entity or other organisation
whatsoever; or


 


(b)           disclose to any person,
company, business entity or other organisation whatsoever;


 


any trade secrets or confidential information relating or belonging to
the Company or its Associated Companies including but not limited to any such
information relating to customers, customer lists or requirements, price lists
or pricing structures, sales and marketing information, business plans or
dealings, employees or officers, source codes and computer systems, software,
financial information and plans, designs, formulae, prototypes, product lines,
services, research activities, any document marked ‘Confidential’ (or with a
similar expression), or any information which the Executive has been told is
confidential or which he might reasonably expect the Company would regard as
confidential, or any information which has been given to the Company or
Associated Company in confidence by customers, suppliers or other persons.


 


12.2         The Executive shall not at
any time during the continuance of his employment with the Company make any
notes or memoranda relating to any matter within the scope of the Company’s
business, dealings or affairs otherwise than for the benefit of the Company or
any Associated Company.


 


12.3         The obligations contained in
Clause 12.1 shall not apply to any disclosures required by law, and shall cease
to apply to any information or knowledge which may subsequently come into the
public domain after the termination of employment other than by way of
unauthorised disclosure.


 


13.          INTELLECTUAL
PROPERTY, INVENTIONS AND PATENTS


 


13.1         All records, documents,
papers (including copies and summaries thereof), works and any other
intellectual property and related rights (“Works”) made or acquired by the
Executive in the course of the Employment shall, together with all the
worldwide right title and interest in all the Works, be and at all times remain
the absolute property of the Company.


 

















 


13.2         The Executive hereby
irrevocably and unconditionally waives all rights granted by Chapter IV of Part I
of the Copyright, Designs and Patents Act 1988 that vest in him (whether
before, on or after the date hereof) in connection with his authorship of any
copyright works in the course of his employment with the Company, wherever in
the world enforceable, including without limitation the right to be identified
as the author of any such works and the right not to have any such works
subjected to derogatory treatment.


 


13.3         The Company and the
Executive acknowledge and accept the provisions of Sections 39 to 42 of the
Patents Act 1977 (“the  Act”) relating to the ownership of
employees’ inventions and the compensation of employees for certain inventions
respectively.


 


13.4         The Executive acknowledges
and agrees that, by virtue of the nature of his duties and the responsibilities
arising, he has a special obligation to further the interests of the Company
within the meaning of Section 39(l)(b) of the Act.


 


13.5         Any invention, development,
process, plan, design, formula, specification, programme or any other matter or
work whatsoever, including but not limited to any applications to protect such
matter or works (collectively “the Inventions”) made, developed or discovered
by the Executive, either alone or in concert, during the course of the Executive’s
duties of employment for the Company shall forthwith be disclosed to the
Company and, subject to Section 39 of the Act, shall belong to and be the
absolute property of the Company.


 


13.6         With respect to those rights
in the Inventions which do not belong to the Company pursuant to Clause 13.5
but which were made (wholly or partly, either alone or in concert) using the
Company’s equipment, or (wholly or partly, either alone or in concert) using
information obtained during the course of the Executive’s employment, or else
are inventions which are or may be relevant to or related to the Company’s
existing or future business (collectively “Executive Rights”), the Executive at
the request and cost of the Company (and notwithstanding the termination of his
employment) shall forthwith license or assign (as determined by the Company) to
the Company the Executive Rights and shall deliver to the Company all documents
and other materials relating to the Inventions. The Company shall pay to the Executive
such compensation for the licence or assignment as the Company shall determine
in its absolute discretion, subject to Section 40 of the Act.


 


13.7       The Executive shall at the
request and cost of the Company (and notwithstanding the termination of his
employment) sign and execute all such documents and do all such acts as the
Company may reasonably require:-


 


(a)           to absolutely vest the full
right, title and interest in and to the Works hereby assigned and in the
Executive Rights that both parties have agreed from time to time to assign in
the Company;


 


(b)           to apply for and obtain in
the sole name of the Company alone (unless the Company otherwise directs)
patent, registered design, or other protection of any nature whatsoever in
respect of the Inventions and/or Works in any country throughout the world and,
when so obtained or vested, to renew and maintain the same(“Registered
Rights”);


 


(c)           to resist any objection or
opposition to obtaining, and any petitions or applications for revocation of,
any Registered Rights;


 


(d)           to bring any proceedings for
infringement of any Registered Rights; and


 


(e)           otherwise to give effect to
the assignments, waivers and licences contemplated under this Clause 13.


 

















 


13.8         The Company shall decide, in
its sole discretion, when and whether to apply for patent, registered design or
other protection in respect of the Inventions and reserves the right to work
any of the Inventions as a secret process in which event the Executive shall
observe the obligations relating to confidential information which are
contained in Clause 12 of this Agreement.


 


14.          POST-TERMINATION OBLIGATIONS


 


14.1         The Executive agrees that he
will observe the post-termination obligations set out in Schedule 2 hereto.


 


14.2         The Executive agrees that in
the event of receiving from any person, company, business entity or other
organisation an offer of employment either during the continuance of this
Agreement or during the continuance in force of any of the restrictions set out
in Schedule 2 annexed hereto, he will forthwith provide to such person,
company, business entity or other organisation making such an offer of
employment a full and accurate copy of Clause 14 hereof, and Schedule 2 annexed
hereto.


 


15.          TERMINATION


 


15.1         Notwithstanding the
provisions of Clause 2.1 above, the Company may terminate the Employment
without notice, or pay in lieu of notice, if the Executive shall at any time:-


 


(a)           be guilty of dishonesty, or
other gross misconduct, or gross incompetence or wilful neglect of duty, or
commit any other serious breach of this Agreement; or


 


(b)           act in any manner (whether
in the course of his duties or otherwise) which is likely to bring him, the
Company or any Associated Company into disrepute or prejudice the interests of
the Company or any Associated Company; or


 


(c)           become bankrupt, apply for
or have made against him a receiving order under Section 286 Insolvency
Act 1986, or have any order made against him to reach a voluntary arrangement
as defined by Section 253 of that Act; or


 


(d)           resign as a director of the
Company or any Associated Company (without the Board’s written consent); or


 


(e)           be or become of unsound
mind; or


 


(t)            for an aggregate period of
30 days or more during the term of the Employment be incapable of performing his
duties hereunder by reason of ill health or other incapacity (whether
accidental or otherwise); or


 


(g)           be guilty of continuing
unsatisfactory conduct or poor performance of his duties, after having received
a written warning from the Company relating to the same; or


 


(h)           be convicted of an
indictable offence; or


 


(i)            be or become prohibited by
law from being a director; or


 


(j)            directly or indirectly
advise or participate or act in concert (within the meaning of the City Code on
Take-Overs and Mergers) with any person who makes or is considering making any
offer for the issued share capital of the Company.


 


Any
delay by the Company in exercising such right to termination shall not
constitute a waiver thereof.


 






 










 


15.2                           On termination of the Employment, the
Executive shall forthwith return to the Company in accordance with its
instructions all equipment, correspondence, records, specifications, software,
models, notes, reports and other documents and any copies thereof and any other
property belonging to the Company or its Associated Companies (including but
not limited to keys, credit cards, equipment and passes) which are in his
possession or under his control. The Executive shall, if so required by the
Company, confirm in writing his compliance with his obligations under this
Clause 15.2.


 


15.3                           The Executive agrees that the Company may
at its absolute discretion:-


 


(a)                                  require the Executive not to attend at
work and/or not to undertake all or any of his duties hereunder during the
remainder of the fixed term of the Employment referred to in Clause 2.1 or the
remaining part of any notice period (where applicable), PROVIDED ALWAYS that
the Company shall continue to pay the Executive’s salary and contractual
benefits; and/or


 


(b)                                 terminate the Executive’s employment
forthwith and make a payment or payments (which may, at the Company’s absolute
discretion, be paid in instalments) representing salary in lieu of the
remainder of the fixed term of the Employment referred to in Clause 2.1 or the
remaining part of any notice period (where applicable). For the avoidance of
doubt, such payment or payments shall not include the value of any benefits,
bonus/incentive, commission, or holiday entitlement which would have accrued to
the Executive had he been employed until the expiry of the fixed term of the
Employment referred to in Clause 2.1 or the remaining part of any notice period
(where applicable) and, further, the Executive shall have no entitlement to
such payment or payments unless and until the Company notifies the Executive in
writing of its decision to make such payment(s) to him.


 


15.4                           The Company shall have the right to
suspend the Executive pending any investigation into any potential dishonesty,
gross misconduct or any other circumstances which may give rise to a right to
the Company to terminate pursuant to Clause 15.1 above.


 


15.5                           The termination of the Employment shall
be without prejudice to any right the Company may have in respect of any breach
by the Executive of any of the provisions of this Agreement which may have
occurred prior to such termination.


 


15.6                           The Executive agrees that he will not at
any time after the termination of the Employment represent himself as still
having any connection with the Company or any Associated Company, save as a
former employee for the purpose of communicating with prospective employers or
complying with any applicable statutory requirements.


 


15.7                           The Executive hereby agrees that, in the
event of the expiry of the fixed term of his employment hereunder without it
being renewed, he shall have no claim against the Company under Section 135
Employment Rights Act 1996 in respect of a statutory redundancy payment.


 


16.                               DIRECTORSHIPS


 


16.1                           The Executive shall forthwith resign in
writing from all directorships, trusteeships and other offices he may hold from
time to time with the Company or any Associated Company without compensation
for loss of office in the event of:-


 


(a)                                  the termination of his employment; or


 


(b)                                 either the Company or the Executive
serving on the other notice of termination of the Employment; or


 

















 


(c)                                  the Company
exercising its rights under Clause 15.3 above.


 


16.2                           In the event of
the Executive failing to comply with his obligations under Clause 16.1 above,
he hereby irrevocably and unconditionally authorises the Company to appoint
some person in his name and on his behalf to sign or execute any documents
and/or do all things necessary or requisite to give effect to such resignations
as referred to in Clause 16.1 above.


 


17.                               LIQUIDATION
FOR RECONSTRUCTION OR AMALGAMATION


 


The
Executive shall have no claim against the Company if the Employment is
terminated by reason of the liquidation of the Company for the purposes of
amalgamation or reconstruction provided that he is offered employment with any
concern or undertaking resulting from such amalgamation or reconstruction on
terms and conditions which, taken as a whole, are not substantially less
favourable that the terms of this Agreement.


 


18.                               GRIEVANCE
PROCEDURE


 


If
the Executive has any grievance relating to the Employment, he should raise it
with the Board and thereafter (if the matter is not resolved) with the Board.
In such a case the Board will deal with the matter by discussion and majority
decision of those present and voting (but without the Executive being entitled
to vote on that issue).


 


19.                               SEVERABILITY


 


The
various provisions and sub-provisions of this Agreement and the Schedules
attached hereto are severable and if any provision or sub-provision is held to
be unenforceable by any court of competent jurisdiction then such
unenforceability shall not affect the enforceability of the remaining
provisions or sub-provisions in this Agreement or Schedules.


 


20.                               WARRANTY


 


The
Executive represents and warrants that he is not prevented by any agreement,
arrangement, contract, understanding, Court Order or otherwise, which in any
way directly or indirectly restricts or prohibits him from fully performing the
duties of the Employment, or any of them, in accordance with the terms and
conditions of this Agreement.


 


21.                               NOTICES


 


21.1                           Any notice to
be given hereunder may be delivered (a) in the case of the Company by
first class post addressed to its Registered Office for the time being and (b) in
the case of the Executive, either to him personally or by first class post to
his last known address.


 


21.2                           Notices served
by post shall be deemed served on the second business day after the date of
posting. For the purposes of this Clause, “business day” means a day on which
banks are open for business in the place of both the posting and the address of
the notice.


 


22.                               DEFINITIONS


 


In
this Agreement the following words and cognate expressions shall have the
meanings set out below:-


 


22.1                           an “Associated
Company” includes any firm, company, corporation or other organisation:-


 


(a)                                  which is
directly or indirectly controlled by the Company; or


 


(b)                                 which directly
or indirectly controls the Company; or


 

















 


	
  Witness’
  Name

  	
  Y.C.
  MAYSON

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
  36A
  LUKES LEA

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation

  	
  Home
  maker

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
  /s/
  Y.C. Mayson

  	
   

  



 


 


	
  EXECUTED
  AS A DEED

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  by
  RealD Europe Limited

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  acting
  by Michael V Lewis and

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Andrew
  A Skarupa

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
  

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
  Director

  



 

















 


SCHEDULE
1


 


BONUS


 


The bonus to which the
Executive shall be entitled in accordance with Clause 5.2 of the Agreement
shall be calculated in accordance with and subject to the following conditions:


 


1.                                       Subject to the remaining paragraphs of
this Schedule, the Executive shall received a bonus of £6,245, less deductions
for tax and National Insurance, for every 100 Newly-Contracted Screens ordered
as a direct result of the Executive’s efforts.


 


2.                                       For the purposes of this Schedule I, the
following words and phrases shall have the meanings set out below:-


 


2.1                                 “Bonus” means the payments anticipated
pursuant to paragraph I above.


 


2.2                                 “Newly-Contracted Screens” means
theatrical exhibition auditoriums for which a RealD 3D system does not
previously exist, in respect of which the Company receives a purchase order
from any company to whom neither the Company nor any Associated Company has
sold such screens prior to the commencement of the Employment.


 


3.                                       The Bonus shall be payable to the
Executive in UK pounds (less deductions for tax and National Insurance) at the
applicable rate of exchange applied by the Company’s bank on the date of
exchange, within 45 days of the Company’s receipt of payment from the relevant
customer in respect of those Newly-Contracted Screens.


 


4.                                       The Executive’s entitlement to any Bonus
shall automatically laps in the event that, before the relevant purchase order
for Newly-Contracted Screens is received, either he or the Company has served
notice of termination of employment (whether in full or in part), or the
Executive’s employment terminates (whether by expiry of his contract of
employment or otherwise).


 


5.                                       For the avoidance of doubt, the Executive
shall not be entitled to any Bonus in respect of the installation of screens.


 

















 


SCHEDULE 2


 


1.                                       Non-Competition


 


The
Executive hereby agrees that he shall not (without the consent in writing of
the Board) for the Relevant Period within the Prohibited Area and whether on
his own behalf or in conjunction with or on behalf of any other person, firm,
company or other organisation, (and whether as an employee, director,
principal, agent, consultant or in any other capacity whatsoever,) in
competition with the Company be directly or indirectly (i) employed or
engaged in, or (ii) perform services in respect of, or (iii) be
otherwise concerned with:-


 


1.1                                 the research
into, development, manufacture, supply or marketing of any product which is of
the same or similar type to any product researched, or developed, or
manufactures, or supplied, or marketed by the Company during the six months
immediately preceding the Termination Date;


 


1.2                                 the development
or provision of any services (including but not limited to technical and
product support, or consultancy or customer services) which are of the same or
similar type to any services provided by the Company during the six months
immediately preceding the Termination Date;


 


PROVIDED
ALWAYS that the provisions of this paragraph I shall apply only in respect of
products or services with which the Executive was either personally concerned
or for which he was responsible whilst employed by the Company during the six
months immediately preceding the Termination Date.


 


2.                                       Non-Solicitation
of Customers


 


The
Executive hereby agrees that he shall not for the Relevant Period whether on his
own behalf or in conjunction with or on behalf of any person, company, business
entity or other organisation (and whether as an employee, director, principal,
agent, consultant or in any other capacity whatsoever), directly or indirectly (i) solicit
or, (ii) assist in soliciting, or (iii) accept, or (iv) facilitate
the acceptance of, or (v) deal with, in competition with the Company, the
custom or business of any Customer or Prospective Customer:-


 


2.1                                 with whom the
Executive has had material contact or dealings on behalf of the Company during
the six months immediately preceding the Termination Date; or


 


2.2                                 for whom the
Executive was, in a client management capacity on behalf of the Company,
directly responsible during the six months immediately preceding the
Termination Date.


 


3.                                       Non-Solicitation
of Employees


 


The
Executive hereby agrees that he will not for the Relevant Period either on his
own behalf or in conjunction with or on behalf of any other person, company,
business entity, or other organisation (and whether as an employee, principal,
agent, consultant or in any other capacity whatsoever), directly or
indirectly:-


 


3.1                                 (i) induce, or (ii) solicit,
or (iii) entice or (iv) procure, any person who is a Company Employee
to leave the Company’s or any Associated Company’s employment (as applicable);


 


3.2                                 be personally
involved to a material extent in (i) accepting into employment or (ii) otherwise
engaging or using the services of, any person who is a Company Employee.


 

















 


4.                                       Interference
with Suppliers


 


The Executive hereby agrees that he shall not, whether on his own
behalf or in conjunction with or on behalf of any person, company, business
entity or other organisation, (and whether as an employee, director, agent,
principal, consultant or in any other capacity whatsoever), directly or
indirectly (i) for the Relevant Period and (ii) in relation to any
contract or arrangement which the Company has with any Supplier for the
exclusive supply of goods or services to the Company and/or to its Associated Companies,
for the duration of such contract or arrangement:


 


4.1                                 interfere with
the supply of goods or services to the Company from any Suppliers;


 


4.2                                 induce any
Supplier of goods or services to the Company to cease or decline to supply such
goods or services in the future.


 


5                                          Associated
Companies


 


5.1                                 The provisions
of paragraphs 5.2 and 5.3 below shall only apply in respect of those Associated
Companies (i) to whom the Executive gave his services, or (ii) for
whom he was responsible, or (iii) with whom he was otherwise concerned, in
the six months immediately preceding the Termination Date.


 


5.2                                 Paragraphs 1, 2,
3, 4 and 6 in this Schedule 2 shall apply as though reference to the “Associated
Company” were substituted for references to the “Company”. The obligations
undertaking undertaken by the Executive pursuant to this Schedule 2 shall, with
respect to each Associated Company, constitute a separate and distinct covenant
and the invalidity or unenforceability of any such covenant shall not affect
the validity or enforceability of the covenants in favour of the Company or any
other Associated Company.


 


5.3                                 In relation to
each Associated Company referred to in paragraphs 5.1 and 5.2 above, the
Company contracts as trustee and agent for the benefit of each such Associated
Company. The Executive agrees that, if required to do so by the Company, he
will enter into covenants in the same terms as those set out in paragraphs 1, 2,
3, 4 and 6 hereof directly with all or any of such Associated Companies,
mutatis mutandis. If the Executive fails, within 7 days of receiving such a
request from the Company, to sign the necessary documents to give effect to the
foregoing, the Company shall be entitled, and is hereby irrevocably and
unconditionally authorised by the Executive, to execute all such documents as
are required to give effect to the foregoing, on his behalf.


 


6.                                       Definitions


 


For the purposes of this Schedule 2, the following words and cognate
expressions shall have the meanings set out below:


 


6.1                                 “Associated Company”,
“Board”, and “Company” shall have the meanings set out in the Agreement
attached hereto, and shall include their successors in title and assigns (as
applicable).


 


6.2                                 “Company
Employee” means any person who was employed by (i) the company or (ii) any
Associated Company, for at least 3 months prior to and on the Termination Date
and


 


(a)                                  with whom the
Executive had material contact or dealings in performing his duties of his
employment; and


 

















 


(b)                                 who had material contact with customers
or suppliers of the Company in performing his or her duties of employment with
the company or any Associated Company (as applicable); or


 


(c)                                  who was a member of the management team
of the Company or any Associated Company (as applicable); or


 


(d)                                 who was a member of the Research &
Development Department of the Company or any Associated Company (as
applicable).


 


6.3                                 “Customer” shall mean any person, firm,
company or other organisation whatsoever to whom the Company has supplied goods
or services.


 


6.4                                 “Prohibited Area” means:


 


(a)                                  the United Kingdom;


 


(b)                                 any other country in the world where, on
the Termination Date, the Company develops, sells, supplies, manufactures or
researches its products or services or where the Company is intending within 3
months following the Termination Date to develop, sell, supply or manufacture
its products or services and in respect of which the Executive has been
responsible (whether alone or jointly with others), concerned or active on
behalf of the Company during any part of the six months immediately preceding
the Termination Date.


 


6.5                                 “Prospective Customer” shall mean any
person, firm, company or other organisation with whom the Company has had any
negotiations or material discussions regarding the possible supply of goods or
services by the Company.


 


6.6                                 The “Relevant Period” shall mean the
lesser of:-


 


(a)                                  the six months immediately following the
Termination Date;


 


(b)                                 the period specified in sub-para 6.6(a) above
less the number of days on which the Executive has been required by the Company
(pursuant to Clause 15.3(a)) both not to attend at work and not to perform any
duties of employment.


 


6.7                                 “Supplier” means any person, company,
business entity or other organisation whatsoever who:


 


(a)                                  has supplied goods or services to the
Company during any part of the six months immediately preceding the Termination
Date; or


 


(b)                                 has agreed prior to the Termination Date
to supply goods or services to the Company to commence at any time in the six
months following the Termination Date; or


 


(c)                                  as at the Termination Date, supplies
goods or services to the Company under an exclusive contract or arrangement
between that Supplier and the Company.


 


“Termination Date” shall
have the meaning set out in Clause 22 of the Agreement.


 

















 


(c)                                  which is directly
or indirectly controlled by a third party who also directly or indirectly
controls the Company; or


 


(d)                                 of which the
Company or any other Associated Company owns or has a beneficial interest in
20% or more of the issued share capital or 20% or more of its capital assets;
or


 


(e)                                  which is the
successor in title or assign of the firms, companies, corporations or other
organisations referred to above.


 


22.2                           “The Board”
shall mean the Board of Directors of the Company.


 


22.3                           “Control” has
the meaning ascribed by Section 416 Taxes Act 1988 (as amended).


 


22.4                           “Immediate
Relatives” shall include husband, wife, registered civil partner, common law
spouse, children, brothers, sisters, cousins, aunts, uncles, parents,
grandparents, and the aforesaid relatives by marriage or registered civil
partnership.


 


22.5                           “Termination
Date” shall mean the date upon which the Executive’s employment with the
Company terminates.


 


23.                               CONSTRUCTION


 


23.1                           The provisions
of Schedules 1 and 2 hereto and any additional terms endorsed in writing by or
on behalf of the parties hereto shall be read and construed as part of this
Agreement and shall be enforceable accordingly.


 


23.2                           The benefit of
each agreement and obligation of the Executive under Clauses 12 and 14 and
Schedule 2 hereto of this Agreement may be assigned to and enforced by all
successors and assigns for the time being of the Company and its Associated
Companies and such agreements and obligations shall operate and remain binding
notwithstanding the termination of this Agreement.


 


24.                               PRIOR
AGREEMENTS


 


This
Agreement cancels and is in substitution for all previous letters of
engagement, agreements and arrangements (whether oral or in writing) relating
to the subject-matter hereof between the Company and the Executive, all of which
shall be deemed to have been terminated by mutual consent. This Agreement
constitutes the entire terms and conditions of the Executive’s employment and
no waiver or modification thereof shall be valid unless in writing, signed by
the parties and only to the extent therein set forth.


 


25.                               GOVERNING
LAW AND JURISDICTION


 


This
Agreement is governed by and construed in accordance with the laws of England.
The parties hereto submit to the exclusive jurisdiction of the English Courts.


 


 


IN
WITNESS whereof the parties hereto have executed this
Agreement as a Deed the day and year first above written.


 


	
  SIGNED
  AS A DEED



  by
  Robert Mayson in



  the
  presence of

  	
   

  	
  }



  }

   

  }