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): November 25, 2013

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)	(I.R.S. Employer Identification No.)

100 N. Crescent Drive, Suite 200 Beverly Hills, CA	90210
(Address of principal executive offices)	(Zip Code)

(310) 385-4000

(Registrant’s telephone number, including area code)

N/A

(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:

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))

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

(e)

On November 25, 2013, the Compensation Committee of the Board of Directors of RealD Inc. (the “Company”) approved a form salary and stock unit election agreement (the “Salary and Stock Unit Election Agreement”) pursuant to which certain officers of the Company including the chief executive officer, the chief financial officer and the other named executive officers of the Company may forgo receipt of 25% of such officer’s current base salary for the one-year period commencing on November 25, 2013 in exchange for the grant of stock units under the RealD Inc. 2010 Stock Incentive Plan covering a number of stock units with a total fair market value as of the day of grant equal to 115% of the amount of such foregone base salary. On November 25, 2013, certain officers of the Company including the chief executive officer, the chief financial officer and the other named executive officers of the Company entered into Salary and Stock Unit Election Agreements with the Company.

The description of the Salary and Stock Unit Election Agreement set forth in this Item 5.02(e) is qualified in its entirety by reference to the full text of the Salary and Stock Unit Election Agreement, a form of which is filed as Exhibit 10.1 hereto.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
Exhibit Number		Description
10.1		Form of RealD Inc. Salary and Stock Unit Election Agreement.

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SIGNATURE

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.
Dated: December 2, 2013	By:	/s/ Craig Gatarz
	Name:	Craig Gatarz
	Title:	Executive Vice President, General Counsel and Secretary

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EX-10.1

Exhibit 10.1

REALD INC.

SALARY AND STOCK UNIT ELECTION AGREEMENT

Please review this Salary and Stock Unit Election Agreement (this “Election Agreement”) and return a signed copy to [                     ] of RealD Inc. (the “Company”) no later than [                , 2013].  Capitalized terms not explicitly defined in this Election Agreement but defined in the RealD Inc. 2010 Stock Incentive Plan (the “Plan”) will have the same definitions as in the Plan.

Name: [                          ]

Base Salary as of November 25, 2013 (“Current Base Salary”):

Election:

By signing this Election Agreement, you hereby elect to forego receipt of 25% of your Current Base Salary for the one-year period commencing on November 25, 2013 (“Foregone Base Salary”) in exchange for the grant of Stock Units under the Plan covering a number of Shares with a total Fair Market Value as of the date of grant equal to 115% of the amount of such Foregone Base Salary (with the number of Shares rounded down to the nearest whole number).  For example purposes only, if you sign this Election Agreement and the amount of your Foregone Base Salary would be $100,000, you would be granted Stock Units covering a number of Shares with a total Fair Market Value as of the date of grant equal to $115,000 (with the number of Shares rounded down to the nearest whole number).

Terms and Conditions:

By signing this Election Agreement, you hereby acknowledge your understanding of and agreement with the following:

1.The Stock Units described in this Election Agreement will be granted on the date of approval by the Compensation Committee of the Board of Directors of the Company.

2.All of the terms and conditions governing the Stock Units described in this Election Agreement (including vesting and settlement) will be set forth in a Stock Unit Agreement between you and the Company, the form of which is attached to this Election Agreement.

3.Your Current Base Salary will be used (to the extent applicable) for purposes of calculating any of the following benefits or payments that you may be entitled to receive during the one-year period commencing on November 25, 2013 (without taking into account any adjustment due to this Election Agreement): any base salary raises, refresh grants, severance, resignation, termination, redundancy, dismissal or end of Service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

4.This Election Agreement will not preclude the Company from granting any increases to base salaries, making refresh grants or making any other decisions regarding compensation during the Company’s normal compensation adjustment cycle in 2014, assuming that the Company determines that any such adjustments are warranted.

5.You are making the election described in this Election Agreement voluntarily.  This Election Agreement will not entitle you to any severance payments or benefits under the terms of your employment agreement with the Company, if any.

6.Your rights and interests under this Election Agreement may not be assigned, pledged, or transferred other than as provided in the Plan.

7.This Election Agreement is irrevocable.

8.This Election Agreement will be interpreted and enforced under the laws of the State of California.

By signing this Election Agreement, I hereby acknowledge my understanding of and agreement with all the terms and provisions set forth in this Election Agreement.

[NAME]	REALD INC.
(Signature)	(Signature)
	Name:
	Title:
Date:	Date:
Attachment: Form of Stock Unit Agreement