Exhibit 10.40


 





 


May 17, 2010


 


Mr. Frank
J. Biondi, Jr.


110
N. Rockingham Avenue


Los
Angeles, CA 90049


 


Re:  RealD Inc.


 


Dear
Frank:


 


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 1/12h 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/ Frank J. Biondi, Jr.

  	
   

  	
   

  
	
  Frank J. Biondi, Jr.

  	
   

  
	
   

  	
   

  
	
  Date: May 21, 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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