Dolby Laboratories (DLB) SC TO-I Issuer tender offer statement

Stock Option

Exchange

Employee Training

July / August 2012

Exhibit (a)(1)(I)

Dolby and the double-D symbol are registered trademarks of Dolby Laboratories. All other trademarks remain the property of their respective owners. © 2010 Dolby Laboratories, Inc. All rights reserved.

Agenda

Why are we making this offer?

What is the Stock Option Exchange Program?

Overview of stock options versus RSUs at Dolby

Who’s eligible?

How many RSUs will I receive?

When will I receive the new RSUs?

What are the tax implications?

What should I consider in making my decision?

How do I participate?

What happens following close of the offer?

What if I have questions?

Demo of offer website

1

Why are we making this offer?

Despite continued revenue growth and profitability in fiscal

2011, our stock price declined significantly throughout 2011

Believe decline was influenced by events in our industry, the

outcome of which is still unclear, and ongoing market volatility

As a result of the decline in our stock price, significant portion

of our stock options are underwater

Primary purpose of the exchange program is to restore the

intended retention and incentive value of our equity awards

and to better align the interests of our option holders and

stockholders 

2

What is the Stock Option Exchange Program?

An offer to:

exchange certain underwater stock options

for a lesser number of restricted stock units (RSUs)

subject to a new vesting schedule

Stockholder approved program

Offer is filed with the U.S. Securities and Exchange Commission

(SEC) as part of a tender offer statement on Schedule TO available

at www.sec.gov

Offer

is

open

July 16,

2012

-

August 10,

2012

at

9

p.m.

Pacific

Time

Participation is voluntary

3

Overview of Stock Options versus RSUs at Dolby

Stock Options

Restricted Stock Units (RSUs)

Gives you the right to…

•

Purchase

a specified number of

shares

•

In the future

•

At a fixed price

(known as the “exercise price”

and

equal to the closing stock price on the

date of grant)

•

Receive

a specified number of

shares

•

In the future

No purchase price paid by you

for the shares

You earn this right…

(known as vesting)

Typically over 4 years:

25% after 1 year; monthly thereafter,

subject to continued service

Typically over 4 years:

25% after each year,

subject to continued service

(A different vesting schedule will apply to

RSUs received via this exchange offer)

Once you vest…

You determine if and when to

exercise (i.e., purchase) the shares

You automatically own shares

upon vesting*

Has value when…

The stock price is greater than the

exercise price

Virtually guaranteed to have value

(as long as stock price is >$0)

Potential value to you is

equal to…

Difference between current stock

price and exercise price, less taxes**

Actual stock price, less taxes**

4

*    In China, PRC nationals are not able to hold Dolby stock, so shares are immediately sold following RSU vesting

**  Tax consequences vary by country and by type of equity grant; refer to the country-specific tax disclosures & consult your tax advisor

Who’s eligible to participate?

All employees of Dolby or its subsidiaries who:

Work in an eligible country as of the start of the offer; or

As of the start of the offer, have received notice that they may

transfer to an eligible country; and

Who remain an employee working in an eligible country as of the

expiration of the offer

Eligible

countries

include

all

current

locations

as

of

the

start

of

the

offer, except Australia and Canada (due to adverse tax or regulatory

implications)

5

Which grants are eligible to be exchanged?

Stock options that meet all of the following criteria are eligible:

Exercise prices greater than $45.83

Granted prior to July 16, 2011

Remain outstanding and unexercised as of the offer expiration

date

Are underwater as of the offer expiration date

(i.e., exercise price is greater than Dolby’s closing stock price on

the offer expiration date)

Employees may elect to participate on a grant-by-grant basis

If choose to include a grant, must exchange all vested and

unvested outstanding options associated with that particular

grant

6

How many RSUs will I receive?

For each eligible option, you will have a choice of exchanging these

options for a lesser number of RSUs

Number of RSUs you are eligible to receive is determined by an

exchange ratio

Exchange ratio is based on the exercise price of your eligible

options as follows:

7

If the exercise price of your

eligible options is:

If you elect to participate,

you will receive:*

$45.84 -

$50

1 RSU for every 3.2 exchanged options

$50.01 -

$55

1 RSU for every 3.3 exchanged options

$55.01 -

$60

1 RSU for every 3.4 exchanged options

$60.01 -

$65

1 RSU for every 3.5 exchanged options

$65.01 and higher

1 RSU for every 3.6 exchanged options

* RSUs are rounded down to nearest whole share

When will I receive the new RSUs?

Grant date for new RSUs is August 10, 2012 (unless offer extended)

Each new RSU grant will have a new vesting schedule*

New vesting schedule is based on the extent to which your exchanged

options were vested as of the start of the offer

Vesting begins on the grant date, subject to continued service

Any unvested shares are forfeited upon termination of employment

8

Exchanged Grant’s Vesting Status

as of the Start of the Offer:

New RSU Vesting Schedule*:

90% -

100% vested

1 year

(100% after 1 year)

50% –

89% vested

2 years

(33% after 1 year; 67% after 2 years)

Less than 50%

3 years

(25% after 1 year; 25% after 2 years;

50% after 3 years)

* CEO and CEO executive direct reports are subject to an extended vesting schedule as outlined in the Offer to Exchange

What are the tax implications?

Tax implications typically differ for stock options versus RSUs and

will vary by country

Please carefully review the country-specific tax disclosures included

in the Offer to Exchange document

If you have worked or resided in more than one country between the

grant date and the date of the exchange, you may be subject to tax and

social insurance consequences in more than one country

If you previously worked in Australia and/or Canada, there may be

adverse tax effects associated with participation in this offer

If you vested in eligible options while working in the Netherlands,

you

must

accept

the

terms

of

the

Dutch

Tax

Ruling

to

participate

in

the

exchange

9

What should I consider in making my decision?

Potential future value of your eligible options vs. replacement RSUs

Based on your assumptions about future stock price

You can model scenarios on the offer website

Your risk tolerance

Vesting schedules

Differences in tax implications and/or timing of taxes between stock

options and RSUs

Refer to country-specific tax disclosures provided in Offer to Exchange

document

Consult with your tax advisor

Carefully review the information provided in the Offer to Exchange and

supplemental documents

Dolby is not making any recommendation as to whether or not you

should participate

10

How do I make my election?

Log-on to the offer website at www.Corp-action.net/Dolby

Enter your Dolby email address and PIN

PIN was emailed to you on July 16 by dolbyoptionexchange@dolby.com

You may request your PIN via the website or by calling the Computershare Call Center

at

866-438-1109

(toll-free

within

the

U.S.)

or

+1-201-680-6942

(collect

outside

the

U.S.)

Review the offer materials and view your eligible option holdings

Make your election decision online or request a hard copy election (or

withdrawal) form by contacting Computershare

Model the potential gains for your options versus RSUs via the offer website

Employees in France and any trustees or other persons acting in a fiduciary or

representative capacity may only make a hard copy election (no online election)

May withdraw or change your election at any time prior to offer close

All

final

elections

must

be

submitted

and

received

no

later

than

August 10, 2012 at 9 p.m. Pacific Time

11

What happens following the close of the offer?

All properly submitted elections will be processed

Exchanged stock options will be immediately canceled

New RSUs granted on August 10, 2012 following close of offer

Within 2 weeks, you will receive your RSU grant agreement, which

you must accept by following the provided instructions

12

What if I have questions?

Refer

to

the

offer

materials

available

at

www.Corp-action.net/Dolby

or via www.sec.gov

Contact the Computershare Call Center at:

866-438-1109 (toll-free within the U.S.) or

+1-201-680-6942

(call collect outside the U.S.)

Available

24

hours

/

day

Monday

through

Friday

Pacific

Time

Interpreter services are available upon request

13