Exhibit 10.41


 





 


May 17,
2010


 


Mr. Richard Grand-Jean


32 Grove Street


New York, NY 10014


 


Re:  RealD Inc.


 


Dear Rick:


 


We are very pleased to offer you a position as a
member of the Board of Directors (the “Board”) of RealD Inc. (the “Company”).  This offer, which is subject to the approval
of each of the current members of our Board, is based on the following terms
and conditions:


 


	
  Start Date:

  	
   

  	
  Closing date of initial public offering of the Company
  (the “Effective Date”). You will serve as a member of the Board until the
  annual meeting for the year in which your term expires or until your
  successor has been elected and qualified, subject however, to your prior
  death, resignation, retirement, disqualification or removal from office.

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  Your initial term on the Board shall be two
  (2) years. 

  
	
   

  	
   

  	
   

  
	
  Committees: 

  	
   

  	
  You acknowledge and agree that, in order to meet SEC and
  NYSE rules, you will be required to serve on one or more of the Board’s Audit
  Committee, Compensation Committee and Nominating and Governance Committee,
  and that such committee assignments will be as agreed between you and the
  Company, and that you will be compensated for service on any committee as
  provided herein.  

  
	
   

  	
   

  	
   

  
	
  Compensation:

  	
   

  	
  In consideration of your services as a member of the Board,
  you will receive: (i) a one-time $25,000 cash retainer to be paid within
  thirty (30) days of your appointment to the Board; and (ii) a $30,000
  annual cash retainer to be paid in equal quarterly installments for so long
  as you remain a member of the Board. Your initial annual cash retainer will
  be pro rated for service from the date of the Company’s initial public
  offering through its first annual stockholder meeting. 

   

  In consideration for your services as Chair of the Audit
  Committee, if applicable, you will receive a $15,000 annual cash retainer to
  be paid in equal quarterly installments for so long as you remain the Audit
  Committee Chair.  

  



 


100 N. Crescent Drive, Suite 120 Beverly Hills, CA 90210


(310) 385-4000 www.reald.com


 

















 


	
   

  	
   

  	
  In consideration for your services as Chair of the
  Compensation Committee, if applicable, you will receive a $10,000 annual cash
  retainer to be paid in equal quarterly installments for so long as you remain
  the Compensation Committee Chair.  

   

  In consideration for your services as Chair of the
  Nominating and Governance Committee, if applicable, you will receive a $7,500
  annual cash retainer to be paid in equal quarterly installments for so long
  as you remain the Nominating and Governance Committee Chair.  

   

  All or a portion of your annual cash retainer may be
  deferred in an amount equal to at least fifty percent (50%) of your annual
  cash retainer into a restricted stock unit account. The election for
  deferring your annual cash retainer must be made prior to the beginning of the
  annual Board cycle, which shall initially be July 1, or earlier as
  necessary to comply with Internal Revenue Code §409A. 

   

  For each in-person Board and committee meeting you
  attend, you will receive: (A) $1,500 per meeting that you attend in
  person or (B) 1,000 per meeting that you attend by telephone. For each
  telephonic Board and committee meeting you attend, you will receive:
  (1) $1,500 per meeting or (2) $1,000 per meeting that last less
  than 30 minutes.

  
	
   

  	
   

  	
   

  
	
  Restricted Stock Units:

  	
   

  	
  On the day prior to the Company’s initial public
  offering, in connection with your commencement of service as a member of the
  Board, you will be granted a one-time restricted stock unit award under the
  RealD Inc. 2010 Stock Incentive Plan (“2010 Plan”) for the number of shares
  equal to $25,000 at a price per share equal to the Company’s initial public
  offering opening price which will vest at the rate of 1/24th per month on the
  1st day of each of the 24 months following the month of the grant date,
  subject to your continued service as a member of the Board. 

   

  Within fifteen (15) days after the Company’s annual
  meeting of stockholders, in connection with your continuing service as a
  member of the Board, you will be granted an annual restricted stock unit
  award under the 2010 Plan for the number of shares equal to $120,000 at a
  price per share equal to the Company’s stock price on the grant date which
  will vest at the rate of 1/12(h) per month on the 1st day of each of the
  12 months following the month of the grant date, subject to your continued
  service as a member of the Board. The annual restricted stock unit award will
  be pro-rated for service if a director joins mid-year, which is measured from
  annual stockholder meeting to annual stockholder meeting. Your initial annual restricted stock
  unit award will be pro-rated for service from the date of the Company’s
  initial public offering through its first annual stockholder meeting.

  



 


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  Holding Period for Restricted Stock Units and Stock
  Ownership Guidelines:

  	
   

  	
  In order to promote long-term alignment of directors and
  stockholders interests, the Company requires that the restricted stock units
  granted to you be held for five (5) years from the grant date. You are
  also required to own the Company’s common stock in an amount equal to five
  (5) times the annual cash retainer you receive for your services as a
  member of the Board. Until the stock ownership guidelines are satisfied, all
  net after-tax profit shares must be held after the restricted stock units
  have vested. Once the restricted stock units have vested, this mandatory
  retention requirement for all net after-tax profit shares no longer applies.

  
	
   

  	
   

  	
   

  
	
  Responsibilities:

  	
   

  	
  As a director of the Company, your duties and
  responsibilities will be those reasonably and customarily associated with
  such position, including, without limitation, attendance at all regular and special meetings of the
  Board and, if you are a member of a committee of the Board, attendance at all
  regular and special meetings of such committee.

  
	
   

  	
   

  	
   

  
	
  Expenses:

  	
   

  	
  The Company will reimburse you for all reasonable,
  out-of-pocket costs and expenses incurred by you in connection with attending
  Board meetings and, if you are a member of a committee of the Board,
  committee meetings.

  
	
   

  	
   

  	
   

  
	
  Confidentiality:

  	
   

  	
  As a condition of this offer, you will be required to
  preserve the Company’s proprietary and confidential information and you must
  comply with the Company’s policies and procedures. Accordingly, as a
  pre-condition to your appointment to the Board, you are required to execute
  the Nondisclosure Agreement enclosed herewith. This agreement will be
  effective as of the Effective Date.

  
	
   

  	
   

  	
   

  
	
  Indemnification:

  	
   

  	
  In the interest of retaining and attracting qualified
  individuals to provide services to the Company, the Company has or will enter
  into an Indemnification Agreement with each of its directors and executive
  officers. An Indemnification Agreement will be provided to you to sign upon
  your acceptance.

  



 


Your engagement as a member of the Board is
contingent on all of the following:  (a) formal
acceptance of this offer, (b) completion of a background, credit and
reference check satisfactory to the Board. 
This offer to serve as a member of the Board shall be at the will of the Board, which means that this relationship can
be terminated at any time by either party.  
Upon accepting our offer to join the Board you agree we will have the
right to mention your name and other customary information in documents we file
with the Securities and Exchange Commission press releases and other business
documentation as appropriate, including, inclusion of such information in our
registration statement and the related prospectus naming you as a person about
to become a member of the Board and such other information regarding you as is
required 


 


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to be included therein under the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


To accept this offer, please sign the
acknowledgment at the end of this letter acknowledging and agreeing to the
terms and conditions of your service as a member of the Board of the Company.


 


[Signature
page follows.]


 


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We sincerely hope that you decide to join the Board of Directors of the
Company.  Please contact me with any
questions regarding the foregoing.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  REALD INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael V. Lewis

  
	
   

  	
   

  	
  Michael V. Lewis

  
	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
  Chief Executive Officer and

  



 


ACKNOWLEDGED
AND AGREED TO BY:


 


 


	
  /s/ Richard Grand-Jean

  	
   

  
	
  Richard Grand-Jean

  	
   

  
	
   

  	
   

  
	
  Date: May 19, 2010

  	
   

  



 


I hereby consent to the inclusion in the Registration Statement on Form S-1
of RealD Inc. (SEC File No. 333-165988), any amendments thereto, and in
the related Prospectus, of (i) a reference naming me as a person about to
become a member of the Board of Directors of RealD Inc. and (ii) such
other information regarding me as is required to be included therein under the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


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