Exhibit 10.3
DOLBY LABORATORIES,
INC.
SERVICES
AGREEMENT
This Services Agreement (“
Agreement ”) is entered into as of February 24,
2009, by and between Dolby Laboratories, Inc., a Delaware
corporation (the “ Company ”) and Peter Gotcher
(“ Consultant ”).
WHEREAS, the Company desires to
retain Consultant as an independent contractor to perform
consulting services for the Company, and Consultant is willing to
perform such services, on the terms described below. In
consideration of the mutual promises contained herein, the parties
agree as follows:
1 . Services . As of
March 1, 2009 (the “ Effective Date ”),
Consultant will serve as Executive Chairman of the Company.
Consultant will provide overall leadership to the Board of
Directors (the “Board”) and advise and consult on
technologies and markets and such other matters as the Board may
request. The services to be performed by Consultant hereunder shall
be referred to herein as the “ Services .” The
period of the consultancy under this Agreement is referred to
herein as the “ Consultancy Term .” During the
Consultancy Term, Consultant will continue to serve as a member of
the Board, subject to any required Board and/or stockholder
approval. During the Consultancy Term, Consultant will perform his
duties faithfully and to the best of his ability. The Company and
Consultant agree that Consultant will devote approximately 30% of
his time to performance of the Services.
2. Compensation.
A. Cash Compensation.
The Company will pay Consultant $29,166.67 per month ($350,000.00
annually) for the Services, with such amounts to be paid pursuant
to the Company’s normal consultant payment practices. In
exchange for the compensation provided herein, Consultant hereby
declines to accept, and waives any right to receive, for the period
during which Consultant provides the Services under this Agreement,
any other compensation paid by the Company to its non-employee
members of the Board, including specifically all retainers, meeting
fees and the automatic grant of Outside Director Awards (as defined
in the Company’s 2005 Stock Plan) provided in Section 14
of the Company’s 2005 Stock Plan.
B. Stock Award Grant.
The Board (or its Compensation Committee) shall, following the
Effective Date, grant Consultant a restricted stock unit award
covering 30,000 shares of the Company’s Class A Common
Stock. Twenty thousand of the shares subject to the restricted
stock unit award shall vest on the first anniversary of the
Effective Date subject to Consultant continuing to provide the
Services through such date and no shares shall vest before such
date and no rights to any vesting shall be earned or accrued prior
to such date. The remaining ten thousand of such shares shall vest
on second anniversary of the Effective Date subject to Consultant
continuing to provide the Services through such date. This
restricted stock unit award shall be subject to the terms and
conditions of the Company’s 2005 Stock Plan and form of
restricted stock unit agreement.
C. Bonus. The Board (or
its Compensation Committee) shall, no later than thirty days
following the Effective Date, determine the performance goals
(which shall relate to the Services Consultant will provide to the
Company) required to be met for the future grant to Consultant of a
nonstatutory stock option to purchase a number of shares of the
Company’s Class A Common Stock in an amount equal to
between $100,000 and $300,000 in Black-Scholes value as of the date
of grant. The size of the grant shall be determined by the
Compensation Committee no later than 30 days prior to the first
anniversary of the Effective Date and shall be based on its
assessment of the achievement of the performance goals by
Consultant. The stock option will become fifty percent
(50%) vested on the date of the grant (subject to Consultant
continuing to provide Services under this Agreement on such date)
and the remaining 50% will fully vest on the first anniversary of
the date of the grant (subject to Consultant continuing to provide
Services under this Agreement on such date). The grant shall be
made on February 15, 2010 (or the first business day
thereafter, if February 15, 2010 is not a business day). The
stock option shall have an exercise price equal to the fair market
value of the Company’s Class A Common Stock on the date
of grant as determined under the Company’s 2005 Stock Plan
and the option grant policy applicable to grants under such plan.
The stock option shall also be subject to the terms and conditions
of the Company’s 2005 Stock Plan and form of stock option
agreement.
The Board (or its Compensation
Committee) shall, no later than thirty days prior to the first
anniversary of the Effective Date, determine the performance goals
(which shall relate to the Services Consultant will provide to the
Company) required to be met for the future grant to Consultant of a
nonstatutory stock option to purchase a number of shares of the
Company’s Class A Common Stock in an amount equal to
between $100,000 and $300,000 in Black-Scholes value as of the date
of grant. The size of the grant shall be determined by the
Compensation Committee no later than 30 days prior to the second
anniversary of the Effective Date and shall be based on its
assessment of the achievement of the performance goals by
Consultant. The stock option will become fifty percent
(50%) vested on the date of the grant (subject to Consultant
continuing to provide Services under this Agreement on such date)
and the remaining 50% will fully vest on the first anniversary of
the date of the grant (subject to Consultant continuing to provide
Services under this Agreement on such da
