Exhibit 10.13


 


REALD INC.


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT is made and entered into as of the
         day of
                                    ,
2010 (the “Agreement”), by and between RealD Inc., a Delaware corporation (the “Company”),
and
                                                  
(“Indemnitee”), with reference to the following facts:


 


A.                                   The Company desires the benefits of
having Indemnitee serve as an officer and/or director secure in the knowledge
that any expenses, liability and/or losses incurred by him or her in his or her
good faith service to the Company will be borne by the Company or its
successors and assigns.


 


B.                                     Indemnitee is willing to serve in his or
her position with the Company only on the condition that he or she be
indemnified for such expenses, liability and/or losses.


 


C.                                     The Company and Indemnitee recognize the
increasing difficulty in obtaining liability insurance for directors, officers
and agents of a corporation at reasonable cost.


 


D.                                    The Company and Indemnitee recognize that
there has been an increase in litigation against corporate directors, officers
and agents.


 


E.                                      Article X of the Company’s
Certificate of Incorporation, as amended (the “Certificate”), provides for the
mandatory indemnification, to the fullest extent permitted by Delaware law, of
directors and officers of the Company, from and against any and all expense,
liability and loss reasonably incurred or suffered by such persons in
connection with their service to the Company, and provides that such right to
indemnification is not exclusive of any other rights which any person may have
or later acquire under any statute, provision of the Certificate, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.  Article VIII of the Company’s bylaws (“Bylaws”)
provides for the mandatory indemnification of any officer or director, or any
former officer or director, against any and all of the expenses, liabilities or
other matters referred to in or covered by Section 145 of the Delaware
General Corporation Law.


 


NOW, THEREFORE, the parties hereby agree as follows:


 


1.                                      Definitions.  For purposes
of this Agreement:


 


1.1                               “Agent” shall mean any person who is or
was a director, officer, employee or agent of the Company, or a subsidiary of
the Company whether serving in such capacity or as a director, officer,
employee, agent, fiduciary or other official of another corporation, joint
venture, trust or other enterprise at the request of, for the convenience of,
or to represent the interests of the Company or a subsidiary of the Company.


 


1.2                               “Change of Control” shall mean, solely
for purposes of this Agreement, the occurrence of any of the following events
after the date of this Agreement:


 


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(a)                                  A change in the composition of the board
of directors of the Company (the “Board”), as a result of which at least
one-half (1/2) of the incumbent directors are not directors who either (a) had
been directors of the Company twenty-four (24) months prior to such change or (b) were
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the directors who had been directors of the Company
twenty-four (24) months prior to such change and who were still in office at
the time of the election or nomination; or


 


(b)                                  Any “person” (as such term is used in
sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”), as amended), through the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing twenty-five percent (25%) or more of the combined voting
power of the Company’s then outstanding securities ordinarily (and apart from
rights accruing under special circumstances) having the right to vote at
elections of directors (the “Capital Stock”); provided, however, that any
change in ownership of the Company’s securities by any person resulting solely
from a reduction in the aggregate number of outstanding shares of Capital
Stock, and any decrease thereafter in such person’s ownership of securities,
shall be disregarded until such person increases in any manner, directly or
indirectly, such person’s beneficial ownership of any securities of the
Company.


 


1.3                               “Disinterested Director” shall mean a
director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is being sought by Indemnitee.


 


1.4                               “Expenses” shall include, without
limitation, (a) all reasonable direct and indirect costs incurred, paid or
accrued, (b) all reasonable attorneys’ fees, retainers, court costs,
transcripts, fees of experts, witness fees, travel expenses, food and lodging
expenses while traveling, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service, freight or other transportation
fees and expenses, (c) all other reasonable disbursements and
out-of-pocket expenses, and (d) amounts paid in settlement, to the extent
not prohibited by Delaware Law.


 


1.5                               “Independent Counsel” shall mean a law
firm or a member of a law firm that neither is presently nor in the past five
years has been retained to represent:  (a) the
Company, the Board, any committee of the Board, an affiliate of the Company or
Indemnitee in any matter material to either party or (b) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s right to indemnification under this Agreement.


 


1.6                               “Liabilities” shall mean liabilities of any
type whatsoever, including, but not limited to, judgments, arbitral awards,
fines, ERISA or other excise taxes and penalties, and amounts paid in
settlement (including all interest, assessments or other charges paid or
payable in connection with any of the foregoing).


 


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1.7                               “Delaware Law” means the Delaware General
Corporation Law, as amended and in effect from time to time or any successor or
other statutes of Delaware having similar import and effect.


 


1.8                               “Proceeding” shall mean any pending,
threatened or completed action, hearing, suit or any other proceeding, whether
civil, criminal, arbitrative, administrative, investigative or any alternative
dispute resolution mechanism, including without limitation any Proceeding
brought by or in the right of the Company, in which Indemnitee was, is or will
be involved as a party, witness or otherwise, by reason of the fact that
Indemnitee is or was an Agent of the Company, by reason of any action taken by
him or her or any inaction on his or her part while acting as an Agent of the
Company, whether or not he or she is acting or serving in any such capacity at
the time any such Proceeding commences or is ongoing.


 


2.                                      Employment Rights and
Duties.  Subject to any other obligations imposed on
either of the parties by contract or by law, and with the understanding that
this Agreement is not intended to confer employment rights on either party
which they did not possess on the date of its execution, Indemnitee agrees to
serve as a director or officer so long as he or she is duly appointed or
elected and qualified in accordance with the applicable provisions of the
Certificate and Bylaws of the Company or any subsidiary of the Company and
until such time as he or she resigns or fails to stand for election or until
his or her employment terminates. Indemnitee may from time to time also perform
other services at the request, or for the convenience of, or otherwise
benefiting the Company.  Indemnitee may
at any time and for any reason resign or be removed from such position (subject
to any other contractual obligation or other obligation imposed by operation of
law), in which event the Company shall have no obligation under this Agreement
to continue Indemnitee in any such position. 
For sake of clarity, in the event of such resignation or removal, this
Agreement shall survive according to its terms.


 


3.                                      Directors’ and Officers’
Insurance.


 


3.1                               The Company hereby covenants and agrees
that, so long as Indemnitee shall continue to serve as a director or officer of
the Company and thereafter so long as Indemnitee shall be subject to any
possible Proceeding, the Company, subject to Section 3.3, shall maintain
directors’ and officers’ insurance in full force and effect.


 


3.2                               In all policies of directors’ and
officers’ insurance, Indemnitee shall be named as an insured in such a manner
as to provide Indemnitee the same rights and benefits, subject to the same
limitations, as are accorded to the Company’s directors or officers most favorably
insured by such policy.


 


3.3                               The Company shall maintain directors’ and
officers’ insurance unless the Board determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are
disproportionate to the amount and/or scope of coverage provided to the
insureds (other than the Company), or the coverage provided by such insurance
is limited by exclusions so as to provide an insufficient benefit to the
insureds (other than the Company); provided, however, that if Indemnitee is not
then serving as a director of the Company, then the Company must provide notice
to Indemnitee, no less than thirty (30) days prior to the effective date of
cancellation, expiration or non-renewal of the then-current directors’ and
officers’


 


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insurance policy, of the Board’s determination, or the possibility of
such a determination, to discontinue maintenance of directors’ and officers’
insurance in accordance with the exception set forth in this Section 3.3,
and the Company shall in good faith request that the Board reconsider any such
determination based on information that Indemnitee or his or her insurance
broker is able to provide concerning the availability, costs and benefits of
continued insurance coverage.  Failure of
the Company to provide the required notice shall render the exception to the
obligation to continue to maintain directors’ and officers’ insurance set forth
in this Section 3.3 inapplicable. 
In the event the Company properly relies on the exception to the
obligation to continue to maintain directors’ and officers’ insurance set forth
in this Section 3.3, the Company shall purchase, prior to the deadline
therefor, the maximum “option extension period,” “discovery period” or similar
benefit available under the last directors’ and officers’ insurance policy in
effect, providing to Indemnitee continuing coverage following policy expiration
for a premium which is fixed by the terms of such last policy in effect; or, if
such coverage may be purchased only by Indemnitee, the Company shall pay
directly for, or reimburse Indemnitee for the cost of, Indemnitee’s purchase of
such coverage.


 


3.4                               If, at the time of the receipt by the
Company of a notice of a “Claim” as that term or any similar term is defined
under any policy of directors’ and officers’ liability insurance maintained by
the Company, the Company shall give prompt notice of the commencement of such
Claim to the insurer(s) in accordance with the procedures set forth in the
respective policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in
accordance with the terms of such policies.


 


4.                                      Indemnification. The Company shall indemnify Indemnitee to the fullest
extent authorized or permitted by Delaware Law in effect on the date hereof,
and as Delaware Law may from time to time be amended (but, in the case of any
such amendment, only to the extent such amendment permits the Company to
provide broader indemnification rights than Delaware Law permitted the Company
to provide before such amendment). 
Without in any way diminishing the scope of the indemnification provided
by this Section 4, the Company shall indemnify Indemnitee if and whenever
he or she is or was a witness, party or is threatened to be made a witness or a
party to any Proceeding, against all Expenses and Liabilities actually and
reasonably incurred by Indemnitee or on his or her behalf in connection with
the investigation, defense, settlement or appeal of such Proceeding.  In addition to, and not as a limitation of,
the foregoing, the rights of indemnification of Indemnitee provided under this
Agreement shall include those rights set forth in Sections 5, 6 and 7 below.


 


5.                                      Payment of Expenses.


 


5.1                               All Expenses incurred by or on behalf of
Indemnitee shall be advanced by the Company to Indemnitee within thirty (30)
days after the receipt by the Company of a written request for such advance which
may be made from time to time, whether prior to or after final disposition of a
Proceeding (unless there has been a final determination by a court of competent
jurisdiction or arbitrator that Indemnitee is not entitled to be indemnified
for such Expenses).  Indemnitee’s
entitlement to advancement of Expenses shall include those incurred in
connection with any Proceeding by Indemnitee seeking a determination, an
adjudication or an award in arbitration pursuant to this Agreement.  The requests shall reasonably evidence the
Expenses


 


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incurred by Indemnitee in connection therewith.  Indemnitee hereby undertakes to repay the
amounts advanced pursuant to this Agreement if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified pursuant to the
terms of this Agreement.  Indemnitee
shall, at the Company’s request, provide an additional undertaking to such
effect in connection with any Proceeding in which Indemnitee requests
advancement of Expenses hereunder.


 


5.2                               Notwithstanding any other provision in
this Agreement, to the extent that Indemnitee has been successful on the merits
or otherwise in defense of any Proceeding, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee in
connection therewith.


 


6.                                      Procedure for
Determination of Entitlement to Indemnification.


 


6.1                               Whenever Indemnitee believes that he or
she is entitled to indemnification pursuant to this Agreement, Indemnitee shall
submit a written request for indemnification (the “Indemnification Request”) to
the Company to the attention of the Chief Executive Officer with a copy to the
Secretary.  This request shall include
documentation or information which is necessary for the determination of
entitlement to indemnification and which is reasonably available to
Indemnitee.  Determination of Indemnitee’s
entitlement to indemnification shall be made no later than sixty (60) days
after receipt of the Indemnification Request. 
The Chief Executive Officer or the Secretary shall, promptly upon
receipt of Indemnitee’s Indemnification Request, advise the Board in writing
that Indemnitee has made such request for indemnification.


 


6.2                               Following receipt by the Company of an
Indemnification Request, an initial determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall be made in the
specific case by one of the following four methods, which shall be at the
election of the Board of Directors:  (1) by
a majority vote of the Disinterested Directors, even though less than a quorum,
(2) by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors, even though less than a quorum, (3) if
there are no Disinterested Directors or if the Disinterested Directors so
direct, by Independent Counsel in a written opinion to the Board of Directors,
a copy of which shall be delivered to Indemnitee, or (4) by a majority
vote of the stockholders of the Company. 
Notwithstanding the foregoing, following a Change of Control, the
determination shall be made by Independent Counsel pursuant to clause (3) above.  The Company agrees to bear any and all
Expenses reasonably incurred by Indemnitee or the Company in connection with
the determination of Indemnitee’s entitlement to indemnification by any of the
above methods.


 


7.                                      Presumptions and Effect of
Certain Proceedings.  Upon making an Indemnification Request,
Indemnitee shall be presumed to be entitled to indemnification under this
Agreement and the Company shall have the burden of proof by clear and
convincing evidence to overcome that presumption in reaching any contrary
determination.  The termination of any
Proceeding by judgment, order, settlement, arbitration award or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely
affect the rights of Indemnitee to indemnification except as indemnification
may be expressly prohibited under this Agreement, (b) create a presumption
that Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Company


 


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or (c) with respect to any criminal action or proceeding, create a
presumption that Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.


 


8.                                      Remedies of Indemnitee in
Cases of Determination not to Indemnify or to Advance Expenses.


 


8.1                               In the event that (a) an initial
determination is made that Indemnitee is not entitled to indemnification, (b) advances
for Expenses are not made when and as required by this Agreement, (c) payment
has not been timely made following a determination of entitlement to
indemnification pursuant to this Agreement or (d) Indemnitee otherwise
seeks enforcement of this Agreement, Indemnitee shall be entitled to a final
adjudication in an appropriate court of the State of Delaware of his or her
entitlement to such indemnification or advance. Alternatively, Indemnitee at
his or her option may seek an award in arbitration.  If the parties are unable to agree on an
arbitrator within twenty (20) days, the parties shall provide JAMS (“JAMS”)
with a statement of the nature of the dispute and the desired qualifications of
the arbitrator.  JAMS will then provide a
list of three available arbitrators. 
Each party may strike one of the names on the list, and the remaining
person will serve as the arbitrator.  If
both parties strike the same person, JAMS will select the arbitrator from the
other two names.  The arbitration award
shall be made within ninety (90) days following the demand for
arbitration.  Except as set forth herein,
the provisions of Delaware law shall apply to any such arbitration.  In any such proceeding or arbitration
Indemnitee shall be presumed to be entitled to indemnification under this
Agreement and the Company shall have the burden of proof by clear and
convincing evidence to overcome that presumption.


 


8.2                               A court or arbitrator to which Indemnitee
may apply for enforcement of this Agreement shall give no deference or weight
to an initial determination made by the Company pursuant to the methods set
forth in Section 6.2 above that, in whole or in part, Indemnitee is not
entitled to indemnification.


 


8.3                               If an initial determination is made or
deemed to have been made pursuant to the terms of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in the absence of (a) a misrepresentation of a material fact
by Indemnitee in the request for indemnification or (b) a specific finding
(which has become final) by a court of competent jurisdiction or arbitrator
that all or any part of such indemnification is expressly prohibited by law.


 


8.4                               The Company and Indemnitee agree herein
that a monetary remedy for breach of this Agreement, at some later date, will
be inadequate, impracticable and difficult to prove, and further agree that
such breach would cause Indemnitee irreparable harm.  Accordingly, the Company and Indemnitee agree
that Indemnitee shall be entitled to temporary and permanent injunctive relief
to enforce this Agreement without the necessity of proving actual damages or
irreparable harm.  The Company and
Indemnitee further agree that Indemnitee shall be entitled to such injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions, without the necessity of posting bond or other
undertaking in connection therewith.  Any
such requirement of bond or undertaking is hereby waived by the Company, and
the Company acknowledges that in the absence of such a waiver, a bond or
undertaking may be required by the court.


 


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8.5                               The Company agrees not to assert that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable.  The Company further agrees
to stipulate in any such court or before any such arbitrator that the Company
is bound by all the provisions of this Agreement and not to make any assertion
to the contrary.


 


8.6                               Expenses reasonably incurred by
Indemnitee in connection with his or her Indemnification Request under, seeking
enforcement of, or to recover damages for breach of this Agreement shall be
borne and advanced by the Company, unless a court of competent jurisdiction or
arbitrator determines that each and every material assertion made by Indemnitee
in such action was either not made in good faith or was frivolous.


 


9.                                      Other Rights to
Indemnification.
Indemnitee’s rights of indemnification and advancement of expenses provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may now or in the future be entitled under applicable law, the
Certificate, the Bylaws, an employment agreement, a vote of stockholders or
Disinterested Directors, insurance or other financial arrangements or
otherwise.


 


10.                               Limitations on
Indemnification.  No indemnification pursuant to Section 4
shall be paid by the Company nor shall Expenses be advanced pursuant to Section 4:


 


10.1                        Insurance.  To the extent
that Indemnitee is reimbursed pursuant to such insurance as may exist for
Indemnitee’s benefit.  Notwithstanding
the availability of such insurance, Indemnitee also may claim indemnification
from the Company pursuant to this Agreement by assigning to the Company any
claims under such insurance to the extent Indemnitee is paid by the
Company.  Indemnitee shall reimburse the
Company for any sums he or she receives as indemnification from other sources
to the extent of any amount paid to him or her for that purpose by the Company;


 


10.2                        Section 16(b).  On account and
to the extent of any wholly or partially successful claim against Indemnitee
for an accounting of profits made from the purchase or sale by Indemnitee of
securities of the Company pursuant to the provisions of Section 16(b) or
the Securities Exchange Act of 1934, as amended, and amendments thereto or
similar provisions of any federal, state or local statutory law; or


 


10.3                        Indemnitee’s Proceedings.  In connection
with all or any part of a Proceeding which is initiated or maintained by or on
behalf of Indemnitee, or any Proceeding by Indemnitee against the Company or
its directors, officers, employees or other agents, unless (a) such
indemnification is expressly required to be made by Delaware Law, (b) the
Proceeding was authorized by a majority of the Disinterested Directors, (c) there
has been a Change of Control or (d) such indemnification is provided by
the Company, in its sole discretion, pursuant to the powers vested in the Company
under Delaware Law.


 


11.                               Duration and Scope of
Agreement; Binding Effect. This
Agreement shall continue so long as Indemnitee shall be subject to any possible
Proceeding.  This Agreement shall be
binding upon the Company and its successors and assigns (including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of


 


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the business or assets of the Company) and shall inure to the benefit
of Indemnitee and his or her spouse, assigns, heirs, devisees, executors,
administrators and other legal representatives.


 


12.                               Notice by Indemnitee and
Defense of Claims.  Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any matter
which may be subject to indemnification hereunder, whether civil, criminal,
arbitrative, administrative or investigative; but the omission so to notify the
Company will not relieve it from any liability which it may have to Indemnitee
if such omission does not actually prejudice the Company’s rights and, if such
omission does prejudice the Company’s rights, it will relieve the Company from
liability only to the extent of such prejudice; nor will such omission relieve
the Company from any liability which it may have to Indemnitee otherwise than
under this Agreement. With respect to any Proceeding:


 


12.1                        The Company will be entitled to
participate therein at its own expense;


 


12.2                        Except as otherwise provided below, to
the extent that it may wish, the Company jointly with any other indemnifying
party similarly notified will be entitled to assume the defense thereof, with
counsel reasonably satisfactory to Indemnitee. 
After notice from the Company to Indemnitee of its election so to assume
the defense thereof and the assumption of such defense, the Company will not be
liable to Indemnitee under this Agreement for any attorney fees or costs
subsequently incurred by Indemnitee in connection with Indemnitee’s defense
except as otherwise provided below. 
Indemnitee shall have the right to employ his or her counsel in such
Proceeding but the fees and expenses of such counsel incurred after notice from
the Company of its assumption of the defense thereof and the assumption of such
defense shall be at the expense of Indemnitee unless (i) the employment of
counsel by Indemnitee has been authorized by the Company in writing, (ii) Indemnitee
shall have reasonably concluded that there is or is reasonably likely to be a
conflict of interest between the Company and Indemnitee in the conduct of the
defense of such action or (iii) the Company shall not in fact have
employed counsel to assume the defense of such action, in each of which cases
the fees and expenses of counsel shall be at the expense of the Company; and


 


12.3                        The Company shall not be liable to
indemnify Indemnitee under this Agreement for any amounts paid in settlement of
any action or claim effected without its written consent.  The Company shall not settle any action or
claim which would impose any limitation, payment obligation, cost or penalty on
Indemnitee without Indemnitee’s written consent.  Neither the Company nor Indemnitee will
unreasonably withhold its consent to any proposed settlement.


 


12.4                        Indemnitee shall provide reasonable
cooperation to the Company and counsel selected pursuant to Section 12.2
in connection with the defense of any Proceeding, including providing to the
Company and such counsel, upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
defense.  Any Expenses reasonably
incurred by Indemnitee in so cooperating shall be borne by the Company and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


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13.                               Contribution.


 


13.1                        Whether or not the indemnification
provided in Section 4 hereof is available, in respect of any Proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in
such Proceeding), the Company shall pay, in the first instance and to the
fullest extent permitted by applicable law, the entire amount of any Expenses
and Liabilities without requiring Indemnitee to contribute to such payment and
the Company hereby waives and, to the fullest extent permitted by applicable
law, relinquishes any right of contribution it may have against Indemnitee with
respect to such Expenses and Liabilities. 
The Company shall not enter into any settlement of any Proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in
such Proceeding) unless such settlement provides for a full and final release
of all claims asserted against Indemnitee.


 


13.2                        Without diminishing or impairing the
obligations of the Company set forth in Section 13.1, if, for any reason,
Indemnitee shall elect or be required to pay all or any portion of any Expenses
or Liabilities in any Proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such Proceeding), the Company shall
contribute to the amount of Expenses and Liabilities actually and reasonably
incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all Agents of the Company, other than
Indemnitee, who are jointly liable with Indemnitee (or would be if joined in
such Proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction(s) from which such Proceeding arose; provided, however, that
the proportion determined on the basis of relative benefit may, to the extent necessary
to conform to law, be further adjusted by reference to the relative fault of
the Company and all Agents of the Company other than Indemnitee who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one
hand, and Indemnitee, on the other hand, in connection with the events that
resulted in such Expenses and Liabilities, as well as any other equitable
considerations that may be required to be considered under applicable law.  The relative fault of the Company and all Agents
of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on
the other hand, shall be determined by reference to, among other things, the
degree to which their actions were motivated by intent to gain personal profit
or advantage, the degree to which their liability is primary or secondary and
the degree to which their conduct is active or passive.


 


13.3                        The Company hereby agrees to fully
indemnify and hold Indemnitee harmless from any claims of contribution which
may be brought by Agents of the Company, other than Indemnitee, who may be
jointly liable with Indemnitee.


 


13.4                        To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever other than as set forth in Section 9,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the
Expenses and Liabilities incurred by Indemnitee in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as
is deemed fair and reasonable in light of all of the circumstances of such
Proceeding in order to reflect the relative benefits received by the Company
and all Agents of the Company, other than Indemnitee, who are jointly liable
with Indemnitee (or would be if joined in such Proceeding), on the one hand,
and Indemnitee, on the other hand, from the transaction(s) from which such


 


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Proceeding arose; provided, however, that the proportion determined on
the basis of relative benefit may, to the extent necessary to conform to law,
be further adjusted by reference to the relative fault of the Company and all
Agents of the Company other than Indemnitee who are jointly liable with
Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, in connection with the events that resulted in
such Expenses and Liabilities, as well as any other equitable considerations
which may be required to be considered under applicable law.  The relative fault of the Company and all
Agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on
the other hand, shall be determined by reference to, among other things, the
degree to which their actions were motivated by intent to gain personal profit
or advantage, the degree to which their liability is primary or secondary and
the degree to which their conduct is active or passive.


 


14.                               Period of Limitations. 
No legal
action shall be brought and no cause of action shall be asserted by or in the
right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs,
executors or personal or legal representatives after the expiration of two (2) years
from the date of accrual of such cause of action, and any claim or cause of
action of the Company shall be extinguished and deemed released unless asserted
by the timely filing of a legal action within such two year period; provided,
however, that if any shorter period of limitations is otherwise applicable to
any such cause of action, such shorter period shall govern.


 


15.                               Miscellaneous Provisions.


 


15.1                        Severability; Partial
Indemnity.  If any provision or provisions of this
Agreement (or any portion thereof) shall be held by a court of competent
jurisdiction or arbitrator to be invalid, illegal or unenforceable for any
reason whatever: (a) such provision shall be limited or modified in its
application to the minimum extent necessary to avoid the invalidity, illegality
or unenforceability of such provision; (b) the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby; and (c) to the fullest extent
possible, the provisions of this Agreement shall be construed so as to give
effect to the intent manifested by the provision (or portion thereof) held
invalid, illegal or unenforceable. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any Expenses or Liabilities of any type whatsoever incurred by him
or her in the investigation, defense, settlement or appeal of a Proceeding but
not entitled to all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for such total amount except as to the portion thereof for
which it has been determined pursuant to Section 6 hereof that Indemnitee
is not entitled.


 


15.2                        Identical Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement.  Only one such
counterpart signed by the party against whom enforceability is sought needs to
be produced to evidence the existence of this Agreement.


 


15.3                        Interpretation of
Agreement.  It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent not now or hereafter
prohibited by law.


 


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15.4                        Headings.  The headings
of the Sections and paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.


 


15.5                        Modification and Waiver.  No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties to this Agreement.  No waiver of any provision of this Agreement
shall be deemed to constitute a waiver of any of the provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.  No waiver of any provision of this Agreement
shall be effective unless executed in writing.


 


15.6                        Notices.  All notices
and other communications given or made pursuant to this Agreement shall be in
writing and shall be deemed effectively given: 
(i) upon personal delivery to the party to be notified, (ii) when
sent by confirmed facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (iii) five
(5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (iv) one (1) business day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt.  All communications shall be sent:


 


(a)                                  To Indemnitee at the address set forth
below Indemnitee signature hereto:


 


(b)                                  To the Company at:


 


RealD Inc.

100 North Crescent Drive, Suite 120

Beverly Hills, CA 90210

Telephone:  (310) 385-4000

Facsimile:  (310) 385-4001

Attention: Chief Executive Officer


 


With a Copy to:  General Counsel


 


or to such other address as may have been furnished to Indemnitee by
the Company or to the Company by Indemnitee, as the case may be.


 


15.7                        Governing Law.  The parties
agree that this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, as applied to contracts
between Delaware residents entered into and to be performed entirely within
Delaware.


 


15.8                        Consent to Jurisdiction.  The Company
and Indemnitee each hereby irrevocably consent to the jurisdiction of the
courts of the State of Delaware for all purposes in connection with any action
or proceeding which arises out of or relates to this agreement and agree that
any action instituted under this agreement shall be brought only in the state
courts of the State of Delaware.


 


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15.9                        Further Assurance. 
Each party agrees to cooperate fully with the other parties, to take
such actions, to execute such further instruments, documents and agreements,
and to give such further written assurances, as may be reasonably requested by
any other party to evidence and reflect the transactions described herein and
contemplated thereby, and to carry into effect the intents and purposes of this
Agreement.


 


15.10                 Specific Performance. 
Each of the parties acknowledges and agrees that the other would be
damaged irreparably in the event any of the provisions of this Agreement are
not performed in accordance with their specific terms or otherwise are
breached. Accordingly, each party agrees that the other party will be entitled
to an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof.


 


15.11                 Entire Agreement.  This Agreement
represents the entire agreement between the parties hereto, and there are no
other agreements, contracts or understanding between the parties hereto with
respect to the subject matter of this Agreement, except as provided in Sections
3 and 9 or otherwise specifically referred to herein


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Indemnification Agreement on the day and year
first above written.


 


	
   

  	
  REALD
  INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
  Facsimile:

  



 


[Signature
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