Dolby Investor Relations
Stock Plan Committee Charter
Amended and Restated January 30, 2008
The purpose of the Stock Plan Committee of the Board of Directors of Dolby Laboratories, Inc. shall be to grant, on behalf of the Board, certain Dolby equity (or equity-based) awards to employees and consultants, who are not executive officers and directors of the Company.
The Stock Plan Committee members will be appointed by, and will serve at the discretion of, the Board (or its Compensation Committee) and will consist of Dolby's Chief Executive Officer and at least one (1) independent member (as defined by the rules of the New York Stock Exchange) of the Board (who will be a member of the Board's Compensation Committee).
- The Stock Plan Committee is authorized, directed and empowered to grant to employees and consultants who are not executive officers and directors of Dolby stock options, stock appreciation rights and restricted stock unit awards (the "Awards"). The Stock Plan Committee may only issue stock options and stock appreciation rights with exercise prices at least equal to the fair market value of the Dolby's Class A common stock on the date of grant determined in accordance with Dolby's applicable equity incentive plan. The Stock Plan Committee shall take into consideration, but shall not be bound by, guidelines for the size of grants to particular levels of employees or consultants established by Dolby. Notwithstanding the foregoing, the Stock Plan Committee or the Board may delegate authority to designated officers to grant equity awards in accordance with the applicable provisions of Delaware law.
- In addition to the above responsibilities, the Stock Plan Committee will undertake such other duties as the Board delegates to it.
- The Stock Plan Committee is authorized to conduct any investigation and enter into any agreement appropriate to fulfilling its responsibilities and may retain, at the Dolby's expense, such consultants and experts as it deems necessary to assist it in conducting any such investigation or preparing such agreements.
- The Stock Plan Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
- The Stock Plan Committee shall meet from time to time as it deems necessary.
Nicholas Donatiello has been a member of the Dolby Board of Directors since 2009. Nick has been the President and CEO of Odyssey Ventures, Inc. since September 1993. Prior to founding Odyssey, he was Press Secretary and Campaign Manager for US Senator Bill Bradley and a consultant at McKinsey & Company.
Nick is a director of three of the American Funds managed by Capital Research and Management as well as the Schwab Charitable Fund. He is also a director of a number of private companies. In addition, Nick served as chairman of the board of Northern California Public Broadcasting, Inc. from 2006 through 2008.
Nick holds a BSE degree in systems engineering from Princeton University and an MBA degree from Stanford University.
Kevin Yeaman joined Dolby Laboratories as Chief Financial Officer in 2005 and became its President and CEO and a director in 2009. Kevin brings strong leadership, experience in rapidly changing technology industries and an ability to thrive in dynamic environments to this role.
As Dolby's CFO, Kevin completed the company's transition from a private to a public company and helped close and integrate key acquisitions that were instrumental in expanding Dolby's portfolio of technologies into broader audio applications and new video opportunities. Kevin also built Dolby's financial infrastructure to pave the way for future growth across the company and its subsidiaries. Throughout his tenure at Dolby, Kevin has been an important leader in virtually every aspect of the business including setting the company's strategic direction, expanding into new digital entertainment markets and improving operations.
Prior to coming to Dolby, Kevin spent seven years at E.piphany, an enterprise software company. He took that company through its early stages as a technology start-up as its Chief Financial Officer. Before E.piphany, Kevin was with Informix Software, Inc. (now part of IBM) as Vice President of Worldwide Field Operations supporting the company's sales organization. Before Informix, he managed audit services, mergers and acquisitions and initial public offerings for both high technology start-up companies as well as multi-billion dollar corporations in Silicon Valley and London while at KPMG LLP. Kevin holds a BS degree in commerce from Santa Clara University.