Exhibit 10.15


 


Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.


 


REAL D


 


NONQUALIFIED
STOCK OPTION GRANT


 


OCTOBER
15, 2008


 


REAL D (the “Company”)
hereby grants to Optionee (as defined below) a nonqualified stock 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 (this “Grant”),
as well as in the Stock Option Agreement (the “Agreement”) and the Joinder to
the Third Amended and Restated Shareholders Agreement (the “Joinder”), each of
which is attached to and incorporated into this Grant in its entirety.


 


	
  Optionee:

  	
  REGAL CINEMAS, INC.

  
	
   

  	
   

  
	
  Grant Date:

  	
  October 15, 2008

  
	
   

  	
   

  
	
  Number of Shares Subject to
  Option:

  	
  815,187

  
	
   

  	
   

  
	
  Exercise Price (per Share):

  	
  $0.01

  
	
   

  	
   

  
	
  Option Expiration Date:

  	
  The ten (10) year
  anniversary of the Grant Date (subject to earlier termination in accordance
  with the terms of the Agreement)

  
	
   

  	
   

  
	
  Type of Option:

  	
  Nonqualified Stock
  Option

  
	
   

  	
   

  
	
  Vesting Commencement; Vesting
  and Exercisability Schedule:

  	
  [***]

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
  [***]

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
  [***]

  	
  [***]

  



 


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


 


	
  REAL
  D

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Andrew A. Skarupa

  
	
  BY:

  	
  /s/
  Andrew A. Skarupa

  	
   

  	
  Signature

  
	
   

  	
  Andrew
  A. Skarupa

  	
   

  	
   

  
	
   

  	
  Chief
  Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachments:

  	
   

  	
  7132 Regal Lane

  
	
  1.   Stock
  Option Agreement

  	
   

  	
  Knoxville, Tennessee
  37918

  
	
  2.   Joinder
  to Shareholders Agreement

  	
   

  	
   

  
	
   

  	
   

  	
  Taxpayer ID: 02-0556934

  



 

















 


REAL
D


 


STOCK
OPTION AGREEMENT


 


Pursuant to the Stock
Option Grant (the “Grant”) and this Stock Option Agreement (this “Agreement”),
REAL D (the “Company”) has granted REGAL CINEMAS, INC. (“Optionee”) a Nonqualified
Stock Option (the “Option”) to purchase the number of shares of the Company’s
Common Stock (the “Shares”) at the exercise price indicated in the Grant.


 


Certain definitions used
in this Agreement are as defined in Section 15 of this Agreement.


 


The details of the Option
are as follows:


 


1.             Vesting and Exercisability. Subject to Section 10 of this
Agreement and the other limitations contained herein, the Option will vest and
become exercisable as provided in the Grant, and the vested portion of the
Option shall be exercisable at any time and from time to time until the Option
Expiration Date set forth in the Grant.


 


2.             Securities Law Compliance.  Notwithstanding any other provision of this Agreement,
Optionee may not exercise the Option unless the Shares issuable upon exercise
are registered under the Securities Act of 1933, as amended (the “Securities
Act”) or, if such Shares are not then so registered, the Company upon the
advice of outside counsel has determined, or otherwise has received from Optionee
an opinion of counsel, 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 Optionee may not exercise the Option if the Company upon the advice
of outside counsel determines that such exercise would not be in material
compliance with such laws and regulations.


 


3.             Method of Exercise.  Optionee may exercise the Option, in whole or in part,
and to the extent then vested, by giving written notice to the Company, in form
and substance satisfactory to the Company, which will state Optionee’s election
to exercise the Option and the number of Shares for which Optionee is
exercising the Option. The written notice must be accompanied by full payment
of the exercise price for the number of Shares Optionee is purchasing. Optionee
may make this payment in any combination of the following: (a) by cash; or
(b) by check or wire transfer acceptable to the Company.


 


4.             No Right to Damages.  Optionee will have no right to bring a claim or to
receive damages if any portion of the Option is cancelled or expires
unexercised, except in the event the Company refuses to permit the rightful
exercise of the Option upon satisfaction of all requirements of exercise set
forth in this Agreement. The loss of existing or potential profit in any
unvested portion of the Option, or any unexercised portion of the vested
portion of the Option, will not constitute an element of damages for any
reason, except in the event


 

















 


the Company refuses to
permit the rightful exercise of the Option upon satisfaction of all
requirements of exercise set forth in this Agreement.


 


5.             No Rights as Shareholder.  Optionee shall have no rights as a shareholder of any
shares of Common Stock of the Company covered by the Option until the date
Optionee exercises the Option and satisfies all requirements of exercise set
forth in this Agreement. The Company will make no adjustment for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
Optionee exercises the Option and satisfies all requirements of exercise set
forth in this Agreement.


 


6.             Joinder to Third Amended and Restated
Shareholders Agreement.  Upon Optionee’s exercise of the Option,
in whole or in part, the Company will, at the time of such exercise, require
Optionee to execute and deliver to the Company that certain Joinder to Third
Amended and Restated Shareholders Agreement (the “Shareholders Agreement”), in
the form attached to this Agreement as Exhibit A (the “Joinder”),
pursuant to which Optionee will agree that the Shares acquired by it upon
exercise of the Option will be subject to, among other things, the Company’s
Rights of First Refusal, Right of Co-Sale, and Put Right; Drag- Along Right as
contained therein. Optionee acknowledges and agrees that it has previously been
provided, for its review, a current form of the Shareholders Agreement, and
will have reviewed such Shareholders Agreement, with its counsel, prior to its
execution of the Grant.


 


7.             Nontransferability of Option. The rights of Optionee under this Option
may not be assigned or transferred. This Option shall be exercisable only by
Optionee. Any attempt to assign or transfer this Option, in any manner, in
contravention of this Option shall be void and shall have no effect.


 


8.             Adjustment of Shares.  In the event, at any time or from time to time, a
stock dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, a statutory share exchange,
distribution to shareholders other than a normal cash dividend, or other change
in the Company’s corporate or capital structure results in (a) the
outstanding shares of Common Stock, or any securities exchanged therefor or
received in their place, being exchanged for a different number or kind of
securities of the Company or any other company, or (b) new, different or
additional securities of the Company or any other company being received by the
holders of shares of Common Stock, then the Company shall make proportional
adjustments in the number and kind of securities that are subject to this
Option and the related exercise price, without any change in the aggregate
price to be paid therefor. The determination by the Company as to the terms of
any of the foregoing adjustments shall be conclusive and binding.


 


Notwithstanding the
foregoing, the issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services rendered, either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible


 


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into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, this Option. Also notwithstanding the foregoing, a dissolution
or liquidation of the Company or a Company Transaction (as defined in Section 15)
shall not be governed by this Section 8, but shall be governed by Section 9
and Section 10, respectively.


 


9.             Dissolution or Liquidation.  To the extent not previously exercised or settled, and
unless otherwise determined by the Company in its sole discretion, this Option,
to the extent it then remains unexercised, shall terminate immediately prior to
the dissolution or liquidation of the Company.


 


10.           Company Transaction.


 


(a)           Effect of a Company Transaction.  Notwithstanding any other provision of the Grant or
this Agreement to the contrary (including Section 1 of this Agreement), in
the event of a Company Transaction that is not a Related Party Transaction (as
defined in Section 15), this Option, to the extent it then remains
unexercised, subject to the Company’s compliance with Section 10(b) below,
and unless the Option is assumed, converted or substituted for by the Successor
Company (as defined in Section 15), shall become fully and immediately
exercisable immediately prior to such Company Transaction, and then terminate
upon the effectiveness of such Company Transaction. Notwithstanding the
foregoing, the Company, in its sole discretion, may instead provide that this
Option shall terminate upon consummation of such Company Transaction that is
not a Related Party Transaction, but that Optionee shall receive, in exchange
for such terminated Option, a cash payment equal to the amount (if any) by
which (a) the Acquisition Price (as defined in Section 15) multiplied
by the number of shares of Common Stock then subject to such outstanding Option
(and whether or not then exercisable) exceeds (b) the respective aggregate
exercise price for such Option (the “Option Cash Out”).


 


(b)           Notification. The Company will provide Optionee with
notice of any pending Company Transaction that is not a Related Party
Transaction at least ten (10) business days prior to the anticipated
effectiveness thereof. Upon notification in accordance with this Section 10(b),
the Option will be treated in accordance with Section 10(a) above,
and if the Option is not assumed, converted or substituted for by the Successor
Company, or subject to the Option Cash Out, all as provided in Section 10(a),
then Optionee may exercise this Option for all of the Shares then subject to
the Option, at any time before the occurrence of such Company Transaction (but
subject to occurrence thereof), regardless of whether the Option is then fully
vested and exercisable in full.


 


(c)           Assumption, Conversion or
Substitution. For the purposes of this Section 10, the Option shall be
considered assumed, converted or substituted for if, following the Company
Transaction, the option or right confers the right to purchase or receive, for
each share of Common Stock subject to the Option immediately prior to the
Company Transaction, the consideration (whether stock, cash, or other
securities or property) received in the Company Transaction by holders of
Common Stock for each share held at the effective


 


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time of the Company
Transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the Company
Transaction is not solely common stock of the Successor Company, the Company
may, with the consent of the Successor Company, provide for the consideration
to be received upon the exercise or settlement of the Option, for each share of
Common Stock subject to the Option, to be solely common stock of the Successor
Company substantially equal in fair market value to the per share consideration
received by holders of Common Stock in the Company Transaction. The
determination of such substantial equality of value of consideration shall be
made by the Company in good faith, and its determination shall be conclusive
and binding. The Company agrees that in all Company Transactions that are
Related Party Transactions, the Company will assume, convert or substitute this
Option as provided this Section 10(c).


 


(d)           No Limitations. The Grant shall in no way affect the
Company’s right to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.


 


(e)           Fractional Shares. In the event of any adjustment in the
number of shares covered by the Option, the Option shall cover only the number
of full shares resulting from such adjustment.


 


11.           Issuance of Shares. Notwithstanding any other provision of
the Grant or this Agreement, the Company shall have no obligation to issue or
deliver any shares of Common Stock upon exercise of the Option unless, in the
opinion of the Company’s counsel, such issuance, delivery or distribution would
comply with all applicable laws (including, without limitation, the
requirements of the Securities Act or the laws of any state or foreign
jurisdiction) and the applicable requirements of any securities exchange or
similar entity. To the extent the issuance of shares of Common Stock upon
exercise of the Option does not comply with applicable law, the Company and
Optionee shall negotiate in good faith to determine an alternative distribution
of benefits to Optionee upon exercise of the Option.


 


The Company shall be
under no obligation to Optionee to register for offering or resale or to
qualify for exemption under the Securities Act, or to register or qualify under
the laws of any state or foreign jurisdiction, any shares of Common Stock,
security or interest in a security paid or issued upon exercise of the Option.


 


As a condition to the
exercise of the Option, the Company may require (a) Optionee to represent
and warrant at the time of any such exercise or receipt that such shares are
being purchased or received only for Optionee’s own account and without any
present intention to sell or distribute such shares, and (b) such other
action or agreement by Optionee as may from time to time be necessary to comply
with the federal, state and foreign securities laws. At the option of the
Company, a stop-transfer order against any such shares may be placed on the
official stock books and records of the Company, and a legend indicating that
such shares


 


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may not be pledged, sold
or otherwise transferred, unless an opinion of counsel is provided (concurred
in by counsel for the Company) stating that such transfer is not in violation
of any applicable law or regulation, may be stamped on stock certificates to
ensure exemption from registration. Upon exercise of the Option, the issuance
of shares of Common Stock may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any
stock exchange.


 


12.           Severability.  If any provision of the Grant, this Agreement or the
Joinder is determined to be invalid, illegal or unenforceable in any
jurisdiction, or as to any person, such provision shall be construed or deemed
amended to conform to applicable laws, or, if it cannot be construed or deemed
amended without, in the Company’s determination upon the advice of outside
counsel, materially altering the intent of the Grant, this Agreement or the
Joinder, such provision shall be stricken as to such jurisdiction or person,
and the remainder of the Grant, this Agreement or the Joinder, as applicable,
and the Option, shall remain in full force and effect.


 


13.           Choice of Law.  The Grant, this Agreement and the Joinder, and the
Option granted pursuant to the Grant, and all determinations made and actions
taken pursuant thereto, to the extent not otherwise governed by the laws of the
United States, shall be governed by the laws of the State of California,
without giving effect to principles of conflicts of law.


 


14.           Legal Requirements.  The Grant and the issuance of the Shares pursuant
thereto is subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.


 


15.           Definitions.


 


“Acquired Entity”  means any entity acquired by the Company or a Related
Company or with which the Company or a Related Company merges or combines.


 


“Acquisition Price”  means the fair market value of the securities, cash or
other property, or any combination thereof, receivable upon consummation of a
Company Transaction in respect of a share of Common Stock.


 


“Company Transaction”  means consummation of


 


(a)           a merger or consolidation of the Company with or into
any other company or other entity,


 


(b)           a statutory share exchange pursuant to which the
Company’s outstanding shares are acquired or a sale in one transaction or a
series of transactions undertaken with a common purpose of at least 80% of the
Company’s outstanding voting securities, or


 


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(c)           a sale, lease, exchange or other transfer, in one
transaction or a series of related transactions, undertaken with a common
purpose of all or substantially all of the Company’s assets.


 


Where a series of
transactions undertaken with a common purpose is deemed to be a Company
Transaction, the date of such Company Transaction shall be the date on which
the last of such transactions is consummated.


 


“Related Company” means any entity that, directly or indirectly, is in
control of, is controlled by or is under common control with the Company.


 


“Related Party Transaction”  means (a) a merger or consolidation
of the Company, or a statutory share exchange pursuant to which the Company’s
outstanding shares are acquired, in which the holders of the outstanding voting
securities of the Company immediately prior to the merger or consolidation hold
at least a majority of the outstanding voting securities of the Successor
Company immediately after the merger, consolidation or statutory share
exchange; (b) a sale, lease, exchange or other transfer of all or
substantially all of the Company’s assets to a majority-owned subsidiary
company; or (c) a transaction undertaken for the principal purpose of
restructuring the capital of the Company, including, but not limited to,
reincorporating the Company in a different jurisdiction, converting the Company
to a limited liability company, or creating a holding company.


 


“Successor Company”  means the surviving company, the successor company,
the acquiring company or its parent, as applicable, in connection with a
Company Transaction.


 


16.           “Market Stand-Off” Agreement. Optionee hereby agrees
that, during the period of duration specified by the underwriter of Common
Stock or other securities of the Company following the effective date of a
registration statement of the Company filed under the Securities Act relating
to a public offering of the Company’s Common Stock, it shall not, to the extent
requested in writing by the Company and such underwriter, directly or
indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of (other than to donees who agree to be similarly bound) any
securities of the Company held by it at any time during such period, except
Common Stock included in such registration; provided, however, that such market
stand-off time period shall not exceed 180 days.


 


In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Common Stock of Optionee (and the shares or securities of every
other person subject to the foregoing restriction) until the end of such
period.


 


Notwithstanding the
foregoing, the obligations described in this Section 16 shall not apply to
a registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms which may be promulgated in the future, or a registration
relating solely to a


 


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Commission Rule 145
transaction on Form S-4 or similar forms which may be promulgated in the
future.


 


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