Exhibit
10.25


 





 


May
17, 2010


 


Mr. P. Gordon Hodge


650 Hayne Road


Hillsborough, CA 94010


 


Re:  RealD Inc.


 


Dear Gordon:


 


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:  

  	
   

  	
  March 29, 2010 (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 three (3) 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. Cresent 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 1/12h 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 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

  
	
   

  	
   

  	
  Chief Executive Officer and

  
	
   

  	
   

  	
  Chairman of the Board

  



 


ACKNOWLEDGED AND AGREED TO BY:


 


	
  /s/
  P. Gordon Hodge

  	
   

  	
   

  
	
  P.
  Gordon Hodge

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: May 24, 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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