Exhibit
10.24


 


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.


 


RealD
Inc.


 


AMENDED
AND RESTATED NONQUALIFIED STOCK OPTION GRANT


 


May 9,
2010


 


RealD Inc. (the “Company”)
previously granted American Multi-Cinema, Inc. (the “Optionee”) a
nonqualified stock option (the “Option”) to purchase shares of the Company’s
Common Stock pursuant to that certain Nonqualified Stock Option Grant dated March 20,
2009 (the “Original Option Grant”) and stock option agreement attached
thereto.  Company and Optionee wish to
amend the vesting schedule of the Original Option Grant and enter into this
Amended and Restated Nonqualified Stock Option Grant (the “Amended Option Grant”)
and the Amended and Restated Stock Option Agreement attached hereto. The Option
is subject to all the terms and conditions set forth in the Amended Option
Grant, as well as the attached Amended and Restated Stock Option Agreement (the
“Agreement”) and the Joinder to the Third Amended and Restated Shareholders
Agreement attached as Exhibit A to the Agreement (the “Joinder”), each of
which is incorporated into this Grant in its entirety.


 


	
  Optionee:

  	
   

  	
  American
  Multi-Cinema, Inc.

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  March 20,
  2009

  
	
   

  	
   

  	
   

  
	
  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:

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For
  purposes of the foregoing, the word “installation” shall have the meaning
  ascribed to it in that certain 

  



 

















 


	
   

  	
   

  	
  Second
  Amended and Restated RealD System License Agreement dated as of May 9,
  2010, and effective as of April 7, 2010, between the Company and the
  Optionee, which meaning is incorporated into this Grant by this reference.

  



 


Additional
Terms/Acknowledgement: The undersigned Optionee acknowledges receipt
of, and understands and agrees to, the terms and conditions of this Amended Option
Grant and the attached Agreement and Joinder attached thereto.  Optionee further acknowledges that, as of the
Grant Date, this Amended Option Grant, the Agreement, the Joinder and the
Second Amended and Restated RealD System License Agreement (2010), between the
Company and Optionee, dated on even date herewith and as may be amended from
time to time, set forth the entire understanding between Optionee and the
Company regarding the Option and supersede all prior oral and written
agreements on the subject, including the Original Option Grant and stock option
agreement attached thereto.


 


	
  RealD
  Inc.

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Michael V. Lewis

  	
   

  	
  /s/ Frank Rash

  
	
  Name:

  	
  Michael
  V. Lewis

  	
   

  	
  Name:

  	
  Frank Rash

  
	
  Title:

  	
  CEO

  	
   

  	
  Title:

  	
  SVP, Strategic
  Partnerships

  
	
   

  	
   

  	
   

  	
   

  
	
  Attachments:

  	
   

  	
   

  
	
  1.

  	
  Amended and Restated
  Stock Option Agreement

  
	
  2.

  	
  Joinder to Third
  Amended and Restated Shareholders Agreement, attached as Exhibit A to
  the Amended and Restated Stock Option Agreement

  
							



 


2

















 


RealD
Inc.


 


AMENDED
AND RESTATED STOCK OPTION AGREEMENT


 


Pursuant to the Amended and
Restated Nonqualified Stock Option Grant (the “Grant”) and this Amended and
Restated Stock Option Agreement (the “Agreement”), RealD Inc. has granted
Optionee a Nonqualified Stock 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 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 Optionee
may not exercise the Option if the Company 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.  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.


 


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 of issuance of a stock certificate to
Optionee.  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 the stock certificate is issued.


 


3

















 


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
the Optionee under this Option may not be assigned or transferred.  This Option shall be exercisable only by the
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 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 


 


4

















 


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 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.


 


5

















 


(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 or
make any other distribution of benefits 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.


 


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 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.  The Company may also require Optionee to
execute and deliver to the Company a purchase agreement or such other agreement
as may be in use by the Company at such time that describes certain terms and
conditions applicable to the shares.


 


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, 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.


 


6

















 


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


 


(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.


 


7

















 


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


 


17.           Notices. Any notice or
other communications relating to this Agreement shall be in writing and
delivered personally or mailed by certified mail, return receipt requested or
sent by overnight courier, to the party concerned at the address set forth
below:


 


	
  If to the Company:

  	
   

  	
  RealD
  Inc.

  
	
   

  	
   

  	
  100
  N. Crescent Drive, Suite 120

  
	
   

  	
   

  	
  Beverly
  Hills, CA 90210

  
	
   

  	
   

  	
  Attn:

  	
  Craig
  S. Gatarz, Executive Vice President

  
	
   

  	
   

  	
   

  	
  and
  General Counsel

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Sheppard
  Mullin Richter & Hampton LLP 

  
	
   

  	
   

  	
  1111
  Chapala Street, Third Floor 

  
	
   

  	
   

  	
  Santa
  Barbara, CA 93101

  
	
   

  	
   

  	
  Attn:
  C. Thomas Hopkins, Esq.

  
	
   

  	
   

  	
   

  
	
  if to Optionee:

  	
   

  	
  American
  Multi-Cinema, Inc.

  
	
   

  	
   

  	
  920
  Main Street

  
	
   

  	
   

  	
  Kansas
  City, MO 64105

  
	
   

  	
   

  	
  Attn:
  Frank Rash

  
	
   

  	
   

  	
   

  
	
  with copies to:

  	
   

  	
  American
  Multi-Cinema, Inc.

  
	
   

  	
   

  	
  920
  Main Street

  
	
   

  	
   

  	
  Kansas
  City, MO 64105

  
	
   

  	
   

  	
  Attn:
  General Counsel

  



 


8

















 


Either party may change the
address for the giving of notices at any time by notice given to the other
party under the provisions of this Section 17.


 


9

















 


Exhibit A to the Amended and Restated Stock
Option Agreement


 


THIS JOINDER TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT,
dated as of
              
      , 20      
(this “Joinder”)
is made by American Multi-Cinema, Inc. (“AMC”), and RealD Inc., a Delaware
corporation (the “Company”).  Reference is made to that certain Third
Amended and Restated Shareholders Agreement, dated as of December 24, 2007
and as amended on October 1, 2008 and on May 1, 2009 (the “Agreement”), by and
among the Company, the Investors, the Founders and the other parties signatory
thereto.  Capitalized terms used herein
without definition shall have the respective meanings ascribed thereto in the
Agreement.


 


Concurrently herewith, AMC has exercised a stock option to purchase
shares of the Common Stock of the Company and the Company has requested that
AMC execute this Joinder as a condition to the issuance of such shares upon
Shareholder’s exercise of such option. Accordingly, the Company and AMC agree
as follows.


 


1.             AMC, by its
signature below, agrees to become a “Shareholder” under the Agreement, with the
same force and effect as if originally named therein as a Shareholder, and AMC
hereby agrees to all of the terms and provisions of the Agreement applicable to
it as a Shareholder thereunder including without limitation the provisions of Section 3
(Right of First Refusal), Section 4 (Right of Co-Sale) and Section 6
(Put Right; Drag Along Right) shall apply to AMC to the same extent as such
provisions apply to all of the other Shareholders, and each reference to a
Shareholder in each such section in the Agreement shall be deemed to include
AMC.  Each reference to a “Shareholder”
in the Agreement shall be deemed to include AMC. AMC, by its signature below,
further acknowledges and agrees that AMC is neither an “Investor” nor a “Founder”
as those terms are defined in the Agreement. 
The Agreement is hereby incorporated herein by reference.  Except as expressly supplemented hereby, the
Agreement shall remain in full force and effect.


 


2.             This Joinder
may be executed in counterparts, each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to
this Joinder by facsimile or e-mail transmission shall be as effective as
delivery of a manually executed counterpart of this Joinder.


 


3.             This Joinder
shall be governed by, and construed in accordance with the laws of the State of
California without regard to principles and conflicts of laws.


 


4.             All
communications and notices hereunder shall be in writing and given as provided
in Section 10.1 of the Agreement. 
All communications and notices hereunder to AMC shall be given to it at
the address set forth under its signature below.


 


5.             The parties
shall, at any time and from time to time following the execution of this
Joinder, execute and deliver all such further instruments and other documents
and take all such further actions as may be necessary or appropriate to carry
out the provisions of this Joinder.


 


6.             AMC agrees to
be bound by the Agreement as it may be further amended, modified or supplemented
from time to time to the same extent as to all of the other Shareholders.


 


10

















 


IN WITNESS WHEREOF, AMC and the Company have duly executed this Joinder
to the Agreement as of the day and year first above written.


 


 


	
   

  	
  AMERICAN MULTI-CINEMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REALD INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   Title: