Exhibit
10.10


 





 


EMPLOYEE
INVENTION ASSIGNMENT AND


CONFIDENTIALITY
AGREEMENT


 


In consideration of, and as a condition to, my
employment with RealD Inc., a Delaware corporation (the “Company”),
I hereby represent to, and agree with, the Company as follows:


 


1.                                      Purpose
of Agreement.  I
understand that the Company is engaged in a continuous program of research,
development, production and marketing in connection with its business and that
it is critical for the Company to preserve and protect its “Proprietary
Information” (as defined in Section 7 below), its rights in “Inventions”
(as defined in Section 2 below) and in all related intellectual property
rights.  Accordingly, I am entering into
this Employee Invention Assignment and Confidentiality Agreement (this “Agreement”) as a condition of my
employment with the Company, whether or not I am expected to create inventions
of value for the Company.


 


2.                                      Disclosure
of Inventions.  I will promptly disclose in confidence to the
Company all inventions, improvements, designs, original works of authorship,
formulas, processes, compositions of matter, computer software programs,
databases, mask works and trade secrets (the “Inventions”)
that I make or conceive or first reduce to practice or create, either alone or
jointly with others, during the period of my employment, whether or not in the
course of my employment, and whether or not such Inventions are patentable,
copyrightable or protectible as trade secrets.


 


3.                                      Work
for Hire; Assignment of Inventions.  I acknowledge and agree that any
copyrightable works prepared by me within the scope of my employment are “works
for hire” under the Copyright Act and that the Company will be considered the
author and owner of such copyrightable works. 
I agree that all Inventions that (i) are developed using equipment,
supplies, facilities or trade secrets of the Company, (ii) result from
work performed by me for the Company, or (iii) relate to the Company’s
business or current or anticipated research and development (the “Assigned Inventions”), will be the
sole and exclusive property of the Company and are hereby irrevocably assigned
by me to the Company.


 


4.                                      Labor
Code Section 2870 Notice.  Notwithstanding anything to the contrary
herein, the parties agree that the provisions of Sections 3 and 5 of this
Agreement do not apply to any Assigned Invention that qualifies fully under the
provisions of Section 2870 of the California Labor Code, which states as
follows:


 


ANY
PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL
ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR
HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED
ENTIRELY ON HIS OR HER OWN TIME WITHOUT USING THE EMPLOYER’S EQUIPMENT,
SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS
THAT EITHER: (1) RELATE AT THE TIME


 


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OF
CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER’S
BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE
EMPLOYER; OR (2) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE
EMPLOYER.  TO THE EXTENT A PROVISION IN
AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION
OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR
CODE SECTION 2870(a), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS
STATE AND IS UNENFORCEABLE.


 


5.                                      Assignment
of Other Rights.  In addition
to the foregoing assignment of Assigned Inventions to the Company, I hereby
irrevocably transfer and assign to the Company: (i) all worldwide patents,
patent applications, copyrights, mask works, trade secrets and other
intellectual property rights in any Assigned Inventions; and (ii) any and
all “Moral Rights” (as defined below) that I may have in or with respect to any
Assigned Inventions.  I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Assigned Inventions, even after termination of my work
on behalf of the Company. “Moral Rights”
mean any rights to claim authorship of an Assigned Inventions, to object to or
prevent the modification of any Assigned Inventions, or to withdraw from
circulation or control the publication or distribution of any Assigned
Inventions, and any similar right, existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether or not
such right is denominated or generally referred to as a “moral right”.


 


6.                                      Assistance.  I agree to assist the Company, at its
expense, in every proper way to obtain for the Company and enforce, at Company’s
expense, patents, copyrights, mask work rights, trade secret rights and other
legal protections for the Company’s Assigned Inventions in any and all
countries.  I will execute any
appropriate documents that the Company may reasonably request for use in
obtaining or enforcing such patents, copyrights, mask work rights, trade
secrets and other legal protections.  My
obligations under this paragraph will continue beyond the termination of my
employment with the Company, provided that the Company will compensate me at a
reasonable rate after such termination for time or expenses actually spent by
me at the Company’s request on such assistance. 
I will, at Company’s written request, execute and deliver to Company
such documents or other instruments which Company may from time to time
reasonably deem necessary or desirable to evidence, maintain, perfect, protect,
enforce or defend Company’s right, title and interest in and to the Assigned
Inventions and to carry out the intents and purposes of Section 3
above.  In the event that I fail promptly
to execute, acknowledge or deliver to Company any agreements, assignments,
quitclaims or other instruments required by Company hereunder, the Secretary of
the Company is hereby irrevocably appointed my attorney-in-fact (which agency
shall be deemed coupled with an interest) with full right, power and authority
to execute, acknowledge, verify and deliver the same in my name and on my
behalf, provided that the Company provides me with copies of any document
pursuant to which the Secretary exercises the foregoing power of attorney.


 


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7.                                      Proprietary
Information.  I
understand that my employment by the Company creates a relationship of
confidence and trust with respect to any information of a confidential or
secret nature that may be disclosed to me by the Company that relates to the
business of the Company or to the business of any parent, subsidiary, customer
or supplier of the Company or any other party with whom the Company agrees to
hold information of such party in confidence of which the Company makes me
aware (the “Proprietary Information”).  Such Proprietary Information includes, but is
not limited to, Assigned Inventions, marketing plans, product plans, business
strategies, financial information, forecasts, personnel information and
customer lists.


 


Notwithstanding the
foregoing, for all purposes under this Agreement the term Proprietary
Information shall not include information which: (i) was or becomes
generally available to the public other than as a result of a breach of this
Agreement by me, including without limitation information which is disclosed by
the Company for financial reporting purposes or in any public documents filed
with regulatory authorities; (ii) was or becomes available to me on a
non-confidential basis from a source other than the Company, provided that such
source is not known to me to be bound by a confidentiality agreement with the Company;
(iii) was independently developed by me without use of the Company’s
Proprietary Information; or (iv) information that was known by me prior to
my employment by the Company.


 


8.                                      Confidentiality.  At all times, both during my employment and
after its termination, I will keep and hold all such Proprietary Information in
strict confidence and trust.  I will not
use or disclose any Proprietary Information without the prior written consent
of the Company, except (a) in connection with the good faith performance
of my duties as an employee, officer and/or director (as applicable) of the
Company; (b) as may be required by law, regulation, order decree or legal
process; or (c) in connection with the enforcement of my rights under
this  Agreement and any other agreements
(including without limitation the Employment Agreement between me and the
Company with an effective date of April 1, 2010, as the same may be
amended from time to time, which shall be referred to as the “Employment Agreement”).  Upon termination of my employment with the
Company, I will promptly deliver to the Company all documents and materials of
any nature pertaining to my work with the Company.  I will not take with me any documents or
materials or copies thereof containing any Proprietary Information.  Notwithstanding anything to the contrary
herein, I shall be permitted to take with me and use copies of my outlook
rolodex and any personal files.


 


9.                                      No
Breach of Prior Agreement.  I represent that my performance of all the
terms of this Agreement and my duties as an employee of the Company will not
breach any invention assignment, proprietary information, confidentiality or
similar agreement with any former employer or other party.  I represent that I will not bring with me to
the Company or use in the performance of my duties for the Company any
documents or materials or intangibles of a former employer or third party that
are not generally available to the public or have not been legally transferred to
the Company.


 


10.                               Efforts;
Duty Not to Compete.  I
understand that my employment with the Company requires my undivided attention
and effort during normal business hours.  While I am


 


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employed by the Company, I
will not, without the Company’s express prior written consent, provide services
to, or assist in any manner, any business or third party which competes with
the current or planned business of the Company, except with respect to any
permitted “Outside Activities” under Section 1(c) of the Employment
Agreement.


 


11.                               Notification.  I hereby authorize the Company to notify my
future employers of the terms of this Agreement and my responsibilities
hereunder.


 


12.                               Non-Solicitation of Employees.  During the “Term” (as defined in Section 2
of the Employment Agreement) of my employment with the Company and for a period
of one (1) year thereafter, I will not directly or indirectly solicit away
employees (other than my personal assistants or secretaries) of the Company for
my own benefit or for the benefit of any other person or entity.  Notwithstanding the foregoing, I am not
precluded from soliciting any individual who (i) responds to any public
advertisement or general solicitation; (ii) has been terminated by the
Company prior to the solicitation; or (iii) was my personal assistant or
secretary.


 


13.                               Injunctive
Relief.  I
understand that in the event of a breach or threatened breach of this Agreement
by me the Company may suffer irreparable harm and will therefore be entitled to
seek injunctive relief to enforce this Agreement.


 


14.                               Governing
Law; Severability.  This
Agreement will be governed by and construed in accordance with the laws of the
State of California, without giving effect to that body of laws pertaining to
conflict of laws.  If any provision of
this Agreement is determined by any court or arbitrator of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such
provision will be enforced to the maximum extent possible given the intent of
the parties hereto.  If such clause or
provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such
invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement.


 


15.                               Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same
agreement.


 


16.                               Titles
and Headings.  The titles,
captions and headings of this Agreement are included for ease of reference only
and will be disregarded in interpreting or construing this Agreement.  Unless otherwise specifically stated, all
references herein to “sections” and “exhibits” will mean “sections” and “exhibits”
to this Agreement.


 


17.                               Entire
Agreement.  This Agreement and the documents referred to
herein constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supersede all prior
understandings and agreements, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof.


 


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18.                               Amendment
and Waivers.  This Agreement may be amended only by a
written agreement executed by each of the parties hereto.  No amendment of or waiver of, or modification
of any obligation under this Agreement will be enforceable unless set forth in
a writing signed by the party against which enforcement is sought.  Any amendment effected in accordance with
this section will be binding upon all parties hereto and each of their
respective successors and assigns.  No
delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other
instance.  No waiver granted under this
Agreement as to any one provision herein shall constitute a subsequent waiver
of such provision or of any other provision herein, nor shall it constitute the
waiver of any performance other than the actual performance specifically
waived.


 


19.                               Successors
and Assigns; Assignment.  Except as otherwise provided in this
Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective
successors, assigns, heirs, executors, administrators and legal
representatives.  The Company may assign
any of its rights and obligations under this Agreement.  I may not assign, whether voluntarily or by
operation of law, any of my rights and obligations under this Agreement, except
with the prior written consent of the Company.


 


20.                               Further
Assurances.  The parties
agree to execute such further documents and instruments and to take such
further actions as may be reasonably necessary to carry out the purposes and
intent of this Agreement.


 


21.                               No
Contract of Employment; Effective Date.  I understand that this Agreement does not constitute
a contract of employment or obligate the Company to employ me for any stated
period of time.  I understand that if I
am an “at will” employee of the Company my employment can be terminated at any
time, for any reason or for no reason, by either the Company or myself.  This Agreement shall be effective as of the
first day of my employment by the Company.


 


 


	
  RealD Inc.:

  	
   

  	
  Employee:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Craig Gatarz

  	
   

  	
  Signature

  
	
   

  	
  Executive Vice President
  & General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name: Michael V. Lewis

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


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