Todd Pendleton - 16 Dec 2024 Form 4 Insider Report for Dolby Laboratories, Inc. (DLB)

Footnote F1

Award represents a total of 15,550 restricted stock units granted under the terms of the Issuer's 2020 Stock Plan. Under the terms of the restricted stock unit grant agreement, 1/4 of the total number of units shall vest on each anniversary of December 16, 2024. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.

Footnote F2

Shares held following the reported transactions include 51,244 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

Footnote F3

Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.

Footnote F4

In accordance with Rule 16b-3, shares reported as disposed of were withheld by the Issuer in a transaction exempt from Section 16(b) and not issued to the reporting person in order to cover withholding taxes incidental to the vesting of restricted stock units or performance-based restricted stock units.

Footnote F5

Shares held following the reported transactions include 37,290 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

Footnote F6

The vesting of this performance-based restricted stock unit ("PSU") award is dependent upon (i) achievement of performance criteria measured during a three-year performance period beginning on December 16, 2024 and ending December 13, 2027 and (ii) a service-based vesting component to be satisfied upon certification of the achievement of the performance criteria. Each PSU represents a right to receive, upon vesting, one share of Class A common stock. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 200% of the target award amount based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400 Index at the end of the three-year performance period. The actual PSU award earned shall vest upon certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period.

Footnote F7

This option was granted for a total of 27,334 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vests on the first anniversary of December 16, 2024, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter.

Footnote F8

The vesting of the PSU award was dependent upon the achievement of performance criteria measured during a three-year performance period beginning on December 15, 2021 and ending December 11, 2024. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 6,527 shares) based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400 Index at the end of the three-year performance period. Following the end of the three-year performance period, the Issuer's Compensation Committee certified the achievement of the performance criteria at 70.37% of the target award amount resulting in the vesting of 4,593 PSUs. The remaining 1,934 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.