**EXHIBIT10.50**

** **

**SECOND AMENDMENT TOSERVICE AGREEMENT BETWEEN**

**DTS, INC. AND MR. WILLIAMPAUL SMITH**

 

This Second amendment (“Second Amendment”), effective 20 May 2005, ismade and entered into by and between DTS Inc, having a principal place ofbusiness at 5171 Clareton Drive, Agoura Hills, California 91301 U.S.A.(hereinafter referred to as “DTS”) and Mr. William Paul Smith (“Employee”),having a permanent residence at 6 Raglan Road, Bangor, Co. Down, Northern Ireland, BT20 3TL.

 

WHEREAS, DTS and Employeehave previously entered into a Service Employment Agreement effective 1November 2002 (hereinafter referred to as the “Agreement”); and

 

WHEREAS, effective 1November 2002 the parties amended such Agreement (hereinafter referred to asthe “Amendment”), and

 

WHEREAS, the parties nowwish to amend and restate Sections 7.1 and 10 of the Agreement.

 

NOW, THEREFORE, inconsideration of the respective covenants contained herein, the parties agreeas follows:

 

1.             Section 7.1 of the Agreement ishereby amended and restated to read as follows:

**7.1**                               The Company willpay the Executive a salary at the rate of £113,514 gross per annum with effectfrom the Commencement Date (or at such higher rate as may from time to time benotified to him by the Company) which salary will accrue from day to day and bepayable by equal monthly instalments.

2.             Section 10 of the Agreement is hereby amended andrestated to read as follows:

**10****                                 ****HOLIDAYS**

In addition to normal public holidays the Executive will be entitled toOne Hundred Sixty (160)hours of paid holiday, which shall be automatically replenished upon use.  However,vacation hours will not be replenished during any period where you are notactively working for the Company, until you have resumed actively working forat least one full workweek.  Allholiday to be taken at such time or times as may be approved in advance by thePresident and Chief Executive Officer of the Company.

3.             All capitalized terms not otherwise defined in thisSecond Amendment shall have the same meaning as set forth in the Agreement orthe Amendment.

 

4.             This Second Amendment does not delete, terminate orreplace any provision of Agreement except as specifically provided herein.

 

IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and datefirst written above.

 
| **MR. WILLIAM PAUL SMITH** | ** ** | **DIGITAL THEATER SYSTEMS, INC.** |
|----------------------------|------------|-----------------------------------|
|                       |       |                              |   |   |   |   |
| By:                        |       | /s/ Mr. William Paul  Smith       |   | By: |   | /s/ Jon Kirchner |
|                       |       | Mr. William Paul Smith            |   |   |   | Jon Kirchner |
|                       |       |                              |   |   |   | President & Chief  Executive Officer |
|                       |       |                              |   |   |   |   |
|                       |       |                              |   |   |   |   |
| Date:                      |       | June 3, 2005                      |   | Date: |   | June 3, 2005 |

 

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