Exhibit
10.39


 





 


May 20,
2010


 


Ms. Sherry Lansing


The Sherry Lansing Foundation


2121 Avenue of the Stars


Suite 2020


Los Angeles, CA  90067


 


Re:  RealD Inc.


 


Dear Sherry:


 


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 

  



 


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


(310)
385-4000 www.reald.com


 

















 


	
   

  	
   

  	
  equal quarterly
  installments for so long as you remain the Audit Committee Chair.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 1/12h 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 

  



 


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  will be pro-rated for
  service from the date of the Company’s initial public offering through its
  first annual stockholder meeting.

  
	
   

  	
   

  	
   

  
	
  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 and (c) a determination by the
Board that you meet the independence requirements of the NYSE.  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 


 


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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 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

  
	
   

  	
   

  	
   

  	
       Chief
  Executive Officer and

  
	
   

  	
   

  	
   

  	
       Chairman
  of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED TO
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sherry Lansing

  	
   

  	
   

  
	
  Sherry Lansing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: May 25, 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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