Exhibit 10.2


 


REAL D 

2004 AMENDED AND RESTATED STOCK INCENTIVE PLAN


 


STOCK
OPTION AGREEMENT


 


Pursuant to your Stock Option Grant Notice (the “Grant
Notice”) and this Stock Option Agreement, Real D has granted you an Option
under its 2004 Amended and Restated Stock Incentive Plan (the “Plan”) to
purchase the number of shares of the Company’s Common Stock (the “Shares”) at
the exercise price indicated in your Grant Notice. Capitalized terms not
expressly defined in this Stock Option Agreement have the same meanings as in
the Plan.


 


The details of the Option are as follows:


 


1.                                      Vesting and Exercisability. Subject to the limitations
contained herein, the Option will vest and become exercisable as provided in
your Grant Notice, provided that vesting will cease upon the termination of
your employment or service relationship with the Company or a Related Company
and the unvested portion of the Option will terminate.


 


2.                                      Securities Law Compliance. Notwithstanding any other
provision of this Agreement, you may not exercise the Option unless the Shares
issuable upon exercise are registered under the Securities Act or, if such
Shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of the Option must also comply with other
applicable laws and regulations governing the Option, and you may not exercise
the Option if the Company determines that such exercise would not be in
material compliance with such laws and regulations.


 


3.                                      Incentive Stock Option Qualification. If so designated in your
Grant Notice, all or a portion of the Option is intended to qualify as an
Incentive Stock Option under federal income tax law, but the Company does not
represent or guarantee that the Option qualifies as such.


 


If the Option has been
designated as an Incentive Stock Option and the aggregate Fair Market Value
(determined as of the Grant Date) of the shares of Common Stock subject to the
portions of the Option and all other Incentive Stock Options you hold that
first become exercisable during any calendar year exceeds $100,000, any excess
portion will be treated as a Nonqualified Stock Option, unless the Internal
Revenue Service changes the rules and regulations governing the $100,000
limit for Incentive Stock Options. A portion of the Option may be treated as a
Nonqualified Stock Option if certain events cause exercisability of the Option
to accelerate.


 


4.                                      Notice of Disqualifying Disposition. To the extent the Option has
been designated as an Incentive Stock Option, to obtain certain tax benefits
afforded to Incentive Stock Options, you must hold the Shares issued upon the
exercise of the Option for two years


 

















 


after
the Grant Date and one year after the date of exercise. You may be subject to
the alternative minimum tax at the time of exercise. You should obtain tax
advice when exercising the Option and prior to the disposition of the Shares.
By accepting the Option, you agree to promptly notify the Company if you dispose
of any of the Shares within one year from the date you exercise all or part of
the Option or within two years from the Grant Date.


 


5.                                      Method of Exercise. You may exercise the
Option by giving written notice to the Company, in form and substance satisfactory
to the Company, which will state your election to exercise the Option and the
number of Shares for which you are exercising the Option. The written notice
must be accompanied by full payment of the exercise price for the number of
Shares you are purchasing. You may make this payment in any combination of the
following: (a) by cash; (b) by check acceptable to the Company; (c) if
permitted by the Plan Administrator, by using shares of Common Stock you have
owned for at least six months; (d) if the Common Stock is registered under
the Exchange Act, by instructing a broker to deliver to the Company the total
payment required; or (e) by any other method permitted by the Plan
Administrator.


 


6.                                      Repurchase and First Refusal Rights. So long as the Common Stock
is not registered under the Exchange Act, the Company may, in its sole
discretion at the time of exercise, require you to sign a stock purchase
agreement, stockholders agreement and/or voting agreement, in the form to be
provided, pursuant to which you will agree that the Shares acquired by you upon
exercise of the Option will be subject to the Company’s rights of first
refusal, repurchase rights, other transfer restrictions, certain voting
restrictions or other restrictions. Upon request to the Company, you may review
a current form of any of these agreements, as applicable, prior to exercise of
the Option.


 


7.                                      Market Standoff. By exercising the Option you agree that the
Shares will be subject to the market standoff restrictions on transfer set
forth in the Plan.


 


8.                                      Treatment Upon Termination of Service. The unvested portion of the
Option will terminate automatically and without further notice immediately upon
termination of your employment or service relationship with the Company or a
Related Company for any reason (the “Termination of Service”). You may exercise
the vested portion of the Option as follows:


 


(a)                                General
Rule. You must exercise the vested portion of the Option on or before the
earlier of (i) one year after the date of your Termination of Service and (ii) the
Option Expiration Date;


 


(b)                               Early
Retirement, Retirement or Disability. If your employment or
service relationship terminates due to Early Retirement, Retirement or
Disability, you must exercise the vested portion of the Option on or before the
earlier of (i) one year after the date of your Termination of Service and (ii) the
Option Expiration Date.


 


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(c)                                  Death.
If your employment or service relationship terminates due to your
death, the vested portion of the Option must be exercised on or before the
earlier of (i) one year after the date of your Termination of Service and (ii) the
Option Expiration Date. If you die after Termination of Service but while the
Option is still exercisable, the vested portion of the Option may be exercised
until the earlier of (x) one year after the date of death and (y) the
Option Expiration Date; and


 


(d)                                 Cause.
The vested portion of the Option will automatically expire at the time
the Company first notifies you of the termination of your employment or service
relationship with the Company or a Related Company for Cause, unless the Plan Administrator
determines otherwise. If your employment or service relationship is suspended pending
an investigation of whether you will be terminated for Cause, all your rights
under the Option likewise will be suspended during the period of investigation.
If any facts that would constitute termination for Cause are discovered after
your Termination of Service, any Option you then hold may be immediately
terminated by the Plan Administrator.


 


The Option must be exercised
within three months after termination of employment for reasons other than
death or Disability and one year after termination of employment due to
Disability to qualify for the beneficial tax treatment afforded Incentive Stock
Options.


 


It is your responsibility to be
aware of the date the Option terminates.


 


9.                                      Limited Transferability. During your lifetime only
you can exercise the Option. The Option is not transferable except by will or
by the applicable laws of descent and distribution, except that Nonqualified
Stock Options may be transferred to the extent permitted by the Plan
Administrator. The Plan permits, in the Plan Administrator’s discretion, exercise
of the Option by a beneficiary designated on a Company-approved form or the
personal representative of your estate.


 


10.                                Withholding Taxes. As a condition to the exercise of any portion
of an Option, you must make such arrangements as the Company may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise.


 


11.                                Option Not an Employment or Service Contract. Nothing in the
Plan or any Award granted under the Plan will be deemed to constitute an
employment contract or confer or be deemed to confer any right for you to
continue in the employ of, or to continue any other relationship with, the
Company or any Related Company or limit in any way the right of the Company or any
Related Company to terminate your employment or other relationship at any time,
with or without Cause.


 


12.                                No Right to Damages. You will have no right to
bring a claim or to receive damages if you are required to exercise the vested
portion of the Option within three months (one year in the case of Early
Retirement, Retirement, Disability or death) of the date of your


 


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Termination
of Service or if any portion of the Option is cancelled or expires unexercised.
The loss of existing or potential profit in Awards will not constitute an
element of damages in the event of termination of your employment or service
relationship for any reason, even if the termination is in violation of an
obligation of the Company or a Related Company to you.


 


13.                               Binding Effect. This Agreement will inure to the benefit of
the successors and assigns of the Company and be binding upon you and your
heirs, executors, administrators, successors and assigns.


 


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REAL D


2004 AMENDED AND RESTATED STOCK INCENTIVE PLAN


 


STOCK
OPTION GRANT NOTICE


 


Real D (the “Company”) hereby grants to Participant
an Option (the “Option”) to purchase shares of the Company’s Common Stock. The
Option is subject to all the terms and conditions set forth in this Stock
Option Grant Notice (this “Grant Notice”) and in the Stock Option Agreement and
the Company’s 2004 Amended and Restated Stock Incentive Plan (the “Plan”),
which are attached to and incorporated into this Grant Notice in their
entirety.


 


	
  Participant:

  	
  Name
  of employee

  
	
   

  	
   

  
	
  Grant Date:

  	
                         ,
  [year]

  
	
   

  	
   

  
	
  Vesting Commencement Date:

  	
      /    /

  
	
   

  	
   

  
	
  Number of Shares Subject to Option:

  	
   

  
	
   

  	
   

  
	
  Exercise Price (per Share):

  	
  $xx.xx

  
	
   

  	
   

  
	
  Option Expiration Date:

  	
  The
  Ten (10) year anniversary of the Grant Date (subject to earlier
  termination in accordance with the terms of the Plan and the Stock Option
  Agreement)

  
	
   

  	
   

  
	
  Type of Option:

  	
  x Nonqualified
  Stock Option

  
	
   

  	
   

  
	
  Vesting and Exercisability Schedule:

  	
  1/4th of the shares subject to the Option will
  vest and become exercisable on the one-year anniversary of the Vesting
  Commencement Date.

  
	
   

  	
   

  
	
   

  	
  1/48th of the shares subject to the Option will
  vest and become exercisable monthly thereafter over the next three years.

  



 


Additional Terms/Acknowledgement: The undersigned
Participant acknowledges receipt of, and understands and agrees to, this Grant
Notice, the Stock Option Agreement and the Plan. Participant further
acknowledges that as of the Grant Date, this Grant Notice, the Stock Option
Agreement and the Plan set forth the entire understanding between Participant
and the Company regarding the Option and supersede all prior oral and written
agreements on the subject.


 


	
  REAL D

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Signature

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attachments:

  	
   

  	
  Address:

  	
   

  
	
  1.

  	
  Stock Option Agreement

  	
   

  	
   

  	
   

  
	
  2.

  	
  2004 Amended and
  Restated Stock Incentive Plan

  	
   

  	
  Taxpayer ID: