8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (date of earliest event reported):  May 19, 2011

RealD Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34818	77-0620426
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 N. Crescent Drive, Suite 120 Beverly Hills, CA	90210
(Address of principal executive offices)	(Zip Code)

(310) 385-4000

(Registrant’s telephone number, including area code)

NA

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

The information set forth under Item 5.02 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)        On May 19, 2011, RealD Inc. (the “Company”) announced that co-founder Joshua Greer will no longer serve as President of the Company effective July 15, 2011.  Mr. Greer will remain on the Company’s Board of Directors and will serve as a strategic and technology advisor to the Company.

(e)        On May 19, 2011, the Company and Mr. Greer entered into a Separation Agreement and General Release of Claims (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, in the event the Separation Agreement becomes effective pursuant to its terms and is not revoked by Mr. Greer during the applicable revocation period and Mr. Greer is otherwise in compliance with the terms of the Separation Agreement, Mr. Greer will receive the following separation benefits: (i) cash severance of $450,000 paid in ten equal installments, with the first such installment to be paid on the 90th day after the earliest to occur of (a) July 15, 2011 or (b) the date of Mr. Greer’s death; (ii) reimbursement from the Company for insurance coverage under COBRA for 18 months following July 15, 2011 or such earlier time as Mr. Greer becomes eligible for insurance through another employer; (iii) a pro-rated cash Performance Bonus for fiscal year 2012 (to be paid no later than June 15, 2012), in an amount equal to 30% of 80% of Mr. Greer’s salary, computed assuming that Mr. Greer had remained as President of the Company through the end of fiscal year 2012; and (iv) acceleration of a time-based vesting stock option for 105,000 shares granted to Mr. Greer on July 15, 2010 as of the earliest to occur of (a) July 15, 2011 or (b) the date of Mr. Greer’s death, which such accelerated stock options shall remain exercisable for 6 months following the end of the term of the consulting agreement Mr. Greer and the Company are entering into pursuant to the Separation Agreement (a second stock option for 105,000 shares also granted to Mr. Greer on July 15, 2010 shall be entirely forfeited and cancelled without consideration).  The payments described above shall be subject to required withholdings and authorized deductions. In the event that Mr. Greer resigns his employment without Good Reason (as defined in the Separation Agreement) or the Company terminates Mr. Greer’s employment for Cause (as defined in the Employment Agreement effective as of April 1, 2010 and previously filed with the SEC), he will not be eligible for the separation benefits described above or any payments under the Consulting Agreement described below (and the Consulting Agreement will be null and void with no force or effect).

The Separation Agreement contains a general release by Mr. Greer of all claims against the Company and its affiliates and representatives. In addition, as a condition to Mr. Greer’s right to receive the separation benefits described above, (a) Mr. Greer has agreed to execute a second general release of all claims against the Company and its affiliates and representatives within 60 days after the July 15, 2011 termination date and (b) Mr. Greer must not resign from the Company’s Board of Directors prior to the 2011 annual meeting of stockholders.

Pursuant to the Separation Agreement, the Company and Mr. Greer have entered into a Consulting Agreement pursuant to which Mr. Greer shall be paid $275,000 per year commencing as of July 16, 2011.  The Consulting Agreement expires on July 16, 2012 unless terminated earlier pursuant to its terms.

Item 8.01.       Other Events.

On May 19, 2011, RealD issued a press release reporting Mr. Greer’s transition into an advisory role, Mr. Greer’s continuing status as a member of the Board of Directors, and the appointment of Dr. Gary Sharp,

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the Company’s Chief Technology Officer, to the additional title of Chief Innovation Officer.  The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01.       Financial Statements and Exhibits.

(d)              Exhibits

Exhibit Number	Description
99.1	Press release, dated May 19, 2011, entitled “RealD Co-Founder Joshua Greer to Transition into Advisory Role and Remain on Board of Directors - CTO Gary Sharp to Assume Expanded Role as Chief Innovation Officer in Technology and Product Development ”.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RealD Inc.
	By:	/s/ Craig Gatarz
		Craig Gatarz
		Executive Vice President, General Counsel and
		Secretary
Date: May 19, 2011

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EX-99.1

Exhibit 99.1

RealD Co-Founder Joshua Greer to Transition

into Advisory Role and Remain on Board of Directors

CTO Gary Sharp to Assume Expanded Role

as Chief Innovation Officer in Technology and Product Development

LOS ANGELES (May 19, 2011) - RealD Inc. (NYSE: RLD), a leading global licensor of 3D technologies, today announced that co-founder Joshua Greer has elected to resign his role as President, effective July 15, 2011.  Greer will remain on the Company’s Board of Directors and will serve as a strategic and technology advisor to RealD.

RealD also announced that the Company’s Chief Technology Officer, Dr. Gary Sharp, will be given the additional title of Chief Innovation Officer and, with Greer’s resignation, will assume day-to-day responsibility for RealD’s technology and product development.  In his newly-expanded role, Sharp will report directly to Chairman and Chief Executive Officer, Michael V. Lewis, while remaining based in Boulder, Colorado, where RealD conducts its technology and product research and development activities.

“Josh has provided extraordinary technology vision and leadership since we founded RealD in 2003, and I look forward to his continued contributions as a Board member and a strategic and technology adviser to me,” Lewis said.  “Gary’s promotion follows more than 15 years of delivering outstanding results leading research and development at RealD and, prior to its acquisition by RealD, ColorLink.  Gary’s expanded role and demonstrated track record position RealD to continue our rapid pace of technological innovation.”

“My transition to a strategic advisory role and continued service as a Board member will enable me to continue to add significant value at RealD, while providing increased flexibility so that I can pursue a number of other personal and professional interests,” Greer said. “I look forward to working with Michael and Gary to define the path for RealD’s future technological advancements.”

In 1995, Sharp co-founded ColorLink, a photonics company that focused on liquid crystal and optical filter technologies, and joined RealD as CTO after RealD acquired ColorLink in 2007.  At ColorLink, Sharp served as Vice President of Research and Development from 1995 until his promotion in 2005 to Chief Technology Officer.  Under Sharp’s leadership, ColorLink played an instrumental role collaborating with RealD to develop RealD’s first cinema system.

Sharp is the inventor on more than 65 issued US patents relevant to display technology, polarization optics and liquid crystal projection systems, including key patents related to RealD’s Cinema System.  He is a co-author of Polarization Engineering for LCD Projection (Wiley & Sons, 2005), a textbook for managing polarization processes within LCD projection systems.

Sharp earned a B.S. in Electrical and Computer Engineering from UC San Diego, where he focused on Applied Physics and Optics.  He later earned a Ph.D. in Electrical and Computer Engineering from the University of Colorado, Boulder, where Sharp presented his graduate thesis on liquid crystal devices.

About RealD Inc.

RealD is a leading global licensor of 3D technologies.  RealD’s extensive intellectual property portfolio is used in applications that enable a premium 3D viewing experience in the theater, the home and elsewhere. RealD licenses its RealD Cinema Systems to motion picture exhibitors that show 3D motion pictures and alternative 3D content. RealD also provides its RealD Display, active and passive eyewear, RealD Format and gaming technologies to consumer electronics manufacturers and content producers and distributors to enable the delivery and viewing of 3D content. RealD’s cutting-edge 3D technologies have been used for applications such as piloting the Mars Rover.

RealD was founded in 2003 and has offices in Beverly Hills, California; Boulder, Colorado; London, United Kingdom; Shanghai, China; Hong Kong; and Tokyo, Japan. For more information, please visit our website at www.reald.com. © 2011 RealD Inc. All Rights Reserved.

Contact:

Media Contact:

Rick Heineman

310-339-9347

rheineman@reald.com

Investor Contact:

Erik Randerson, CFA

424-702-4317

eranderson@reald.com

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