Exhibit
10.72


January 3, 2007


Ms. Sharon Faltemier


1563 Larkfield
Avenue


Westlake Village, CA 
91362


Re:          Employment Agreement


Dear Sharon:


DTS, Inc. (“DTS” or the “Company”)
is pleased to extend to you the following employment Agreement.  Unless otherwise set forth in this Agreement,
you acknowledge that your employment with DTS is “at-will”.


	
  Title:

  	
  Senior Vice President, Human
  Resources

  	
   

  
	
   

  	
   

  	
   

  
	
  Duties:

  	
  You agree to serve the Company as its Senior Vice President, Human Resources.
  Your duties are as defined in Company’s job description for the position or
  as otherwise specified by the President and Chief Executive Officer of the
  Company. During the Term of this Agreement, you will devote full time to, and
  use your best efforts to advance, the business and welfare of the Company.

  	
   

  
	
   

  	
   

  	
   

  
	
  Status:

  	
  Salary Exempt.

  	
   

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
  June 28, 2006.

  	
   

  
	
   

  	
   

  	
   

  
	
  Base
  Salary:

  	
  $200,000 per year payable biweekly and subject to
  payroll deductions as may be necessary or customary in respect of the Company’s
  salaried employees in general.

  	
   

  
	
   

  	
   

  	
   

  
	
  Bonus:

  	
  Participation in the bonus plan will be on a level
  commensurate with other executives, and subject to completion of individual
  and company milestone achievements per mutual agreement on targets.

  	
   

  
	
   

  	
   

  	
   

  
	
  Stock
  Options:

  	
  All Stock options, restricted stock, or other
  Company equity granted to you are conditioned on Board of Directors approval
  and shall vest over four consecutive
  12-month periods as per your respective equity agreement with the Company and
  administered under the respective Company’s Equity
  Incentive Plan.

  	
   

  
	
   

  	
   

  	
   

  
	
  Vacation:

  	
  You shall be
  provided with One Hundred Sixty
  (160) hours of vacation,
  which shall be automatically replenished upon use. However, vacation hours will not be replenished
  during any period where you are not actively working for the Company, until
  you have resumed actively working for at least one full workweek.

  	
   

  
	
   

  	
   

  	
   

  
	
  Holidays:

  	
  Per Company’s annual published
  schedule (commonly 12 days per year); plan is subject to change. The salary
  includes holiday pay and you are not entitled to any additional salary or
  compensation for work on a holiday.

  	
   

  
	
   

  	
   

  	
   

  
	
  Severance:

  	
  Upon the termination of this
  Agreement by the Company for other than good cause: (A) the Company shall for
  a period of six (6) months, if the Employee is employed with the Company for
  less than ten (10) years, and for a period of twelve (12) months, if the
  Employee is employed with the Company for more than ten (10) years; (I) pay
  to Employee in monthly installments, as severance pay, Employee’s full Salary
  with a duty to mitigate as set forth in this Agreement, and (II) provide
  Employee the same level of benefits Employee was receiving as of the time of
  termination of this Agreement, unless otherwise required by law, (B) all
  options, restricted stock, or other Company issued equity incentives granted
  to you (incentive and nonstatutory) shall (I) immediately vest and (II) where
  applicable, be exercisable for three (3) years from such termination (but not
  in excess of the specified maximum term of such equity incentive).

  	
   

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
  The following are the Company
  supplied Benefits as of the date of this Agreement. Benefit coverage
  is subject to change at company election that may result in elimination of
  benefits or increased co-pay. Unless otherwise set forth below, eligibility
  begins the first day of the month after hire date. Please see the applicable
  plan documents for additional information. In the event of any conflict
  between this description and the plan document, the plan document will
  prevail.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Insurance:

  	
  Disability

  	
   

  
	
   

  	
  Health

  	
  Blue Cross

  	
  Long Term:

  	
  Coverage through UNUM.

  	
   

  
	
   

  	
  Dental:

  	
  Aetna

  	
  Short Term:

  	
  Coverage through UNUM.

  	
   

  
	
   

  	
  Vision:

  	
  Coverage through VSP

  	
  Section 125:

  	
  Available for dependent and health care.

  	
   

  
	
   

  	
  Life:

  	
  $50,000 coverage -Blue Cross

  	
  401k Plan:

  	
  Enrollment dates 1/1 4/1, 7/1 & 10/1.

  	
   

  
	
   

  	
   

  	
  ESPP:

  	
  Enrollment – May and November

  	
   

  



 


 



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Death or
Disability of Employee. 
If you die or become disabled prior to the termination of this
Agreement, your employment under this Agreement will automatically terminate upon your death or the determination that you are
disabled.  “Disability” means any
physical or mental illness that renders you unable to perform your agreed-upon
services under this Agreement for ninety (90) consecutive days or an aggregate
of one-hundred twenty (120) days, whether or not consecutive, during any
consecutive twelve (12)-month period. 
Disability shall be determined by a licensed physician selected by the
Company that is not affiliated with you or the Company.  In the event of your death or disability, the
amounts due you pursuant to this Agreement through the date of your death or
disability will be paid to you or your beneficiaries.


Termination for Cause.  Your employment under this
Agreement may be terminated immediately by the Company for “good cause”.  Upon such termination you will be provided
notice specifying the reasons for the termination.  You shall have ten (10) business days from
the date such termination to cure such cause, if curable.  Absent such cure within the cure period, your
employment shall be deemed terminated for good cause on the date of your
termination.  The term “good cause” is
defined as any one or more of the following occurrences:


(I)                        Negligence
or a material violation by you of any duty or any other material or
repetitive misconduct or failure on your part;


(II)                    Your conviction by, or entry of a plea of guilty
or nolo contendere in, a court of competent and final jurisdiction for any
crime punishable by imprisonment in the jurisdiction involved; or


(III)                Your
commission of an act of fraud, prior to or subsequent to the date of this
Agreement, upon the Company.


(IV)                Failure to execute and deliver to the
Company any document(s) required by all
employees of the Company, or employees of a similar position, at the location
you are employed.


Nothing
in this section or the availability of termination for good cause is intended
to alter the at-will status of employment with the Company.  Either you or the company may terminate the
employment relationship at any time, with or without cause.


Employee’s
Consideration for Severance.  As consideration for receiving
severance pay and benefits provided hereunder, during the period that Employee
is receiving severance pay or benefits hereunder, Employee shall:


(I)                        Mitigation.  (1) In good faith seek new
employment at a level commensurate with Employee’s duties and Salary hereunder,
(2) report to the Company on or before the first day of each month the status
of obtaining such subsequent employment and (3) report on a monthly basis, the
amount of compensation and benefits paid to Employee received from any such
subsequent employment/consultation with others. 
The Company may deduct from severance payments due Employee hereunder,
the amount of salary and benefits actually received by Employee as a result of
such subsequent employment or consultation with others.


(II)                    Consulting.  Be available, in person and/or by telephone,
as a consultant to the Company on projects or task as defined by the Company’s
CEO or designated representative.  It is
agreed that eight (8) hours per week of consultation, in person and/or by
phone, shall be reasonable.


(III)                Non-Compete.  You agree that for the period commencing on
the date of this Agreement and ending upon the date of the last severance
payment hereunder, Employee shall not, directly or indirectly, as employee,
agent, consultant, stockholder, director, partner or in any other individual or
representative capacity, own, operate, manage, control, engage in, invest in or
participate in any manner in, act as a consultant or advisor to, render
services for (alone or in association with any person, firm, corporation or
entity), or otherwise assist, for compensation or otherwise, any person or
entity that engages in or owns, invests in, operates, manages or controls any
venture or enterprise that is a direct competitor of DTS; provided, however,
that nothing contained in this Agreement shall be construed to prevent you from
investing in the stock of any competing corporation listed on a national
securities exchange or traded in the over-the-counter market, but only if: (1)
you are not involved in the business of said corporation, and (2) if you and
your affiliates collectively do not own more than an aggregate of 5% of the
stock of such corporation, and (3) such investment does not violate the Company’s
Insider Trading Policy.


(IV)                Non-Solicitation.  You
agree that you will not interfere with or disrupt or attempt to disrupt the
Company’s business relationship with its customers or suppliers or solicit any
of the employees of the Company to leave the employment of the Company.


(V)                    Severance Agreement.  You
shall enter into a severance agreement and general release with the company in
the form designated by the Company.


Arbitration.  You and the Company agree that any dispute
arising under or in connection with this Agreement, including any dispute
involving your employment or the termination of that employment (whether based
on contract, tort or statutory duty or prohibition, including any prohibition
against discrimination or harassment), shall be submitted to binding
arbitration in accordance with California Code of Civil Procedure §§ 1280 –
1294.2 before a single neutral arbitrator. 
You and the Company understand that each is waiving its rights to a jury
trial.


The party demanding
arbitration shall submit a written claim to the other party setting out the
basis of the claim.  Demands shall be
presented in the same manner as notices under this Agreement.  You and the Company will attempt to reach
agreement on an arbitrator within ten (10) business days of delivery of the
arbitration demand.  After this ten (10)
business day period, either you or the Company may request a list of seven
professional arbitrators from the American Arbitration Association or another
mutually agreed service.  You and the
Company will alternately strike names until only one person remains and that
person shall be designated as the arbitrator. The party demanding arbitration
shall make the first strike.


The
arbitration shall take place in or within five miles of Agoura Hills,
California, at a time and place determined by the arbitrator.  Each party shall be entitled to discovery of
essential documents and witnesses and to deposition discovery, as determined by
the arbitrator, taking into account the mutual desire to have a fast,
cost-effective, dispute-resolution mechanism. 
You and company will attempt to cooperate in the discovery process
before seeking the determination of the arbitrator.  Except as otherwise determined by the
arbitrator, you and the Company will each be limited to no more than three (3)
depositions.  The arbitrator shall have
the



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powers
provided in California Code of Civil Procedure §§ 1282.2 – 1284.2 and may
provide all appropriate remedies at law or equity.


The
arbitrator will have the authority to entertain a motion to dismiss and/or a
motion for summary judgment by either you or the Company and shall apply the
standards governing such motions under California law, unless the standards of
another judicial forum supercede California law.  The Arbitrator shall render, within sixty
(60) days of the completion of the arbitration, an award and a written,
reasoned opinion in support of that award. 
Judgment on the award may be entered in any court having jurisdiction.


The Company will pay the arbitrator’s expenses and
fees, all meeting room charges and any other expenses that would not have been
incurred if the case were litigated in the judicial forum having jurisdiction
over it.  Unless otherwise ordered by the
arbitrator pursuant to law or this Agreement, each party shall pay its own
attorney fees, witness fees and other expenses incurred by the party for his or
her own benefit.  Employee’s share of any
filing, administration or similar fee shall be no more than the then current
filing or other applicable fee in California Superior Court or, if applicable,
other appropriate tribunal with jurisdiction.


Modification and Waiver of Breach.  No waiver
or modification of this Agreement shall be binding unless it is in writing
signed by you and the Company.  No waiver
of a breach of this Agreement shall be deemed to constitute a waiver of a
future breach, whether of a similar or dissimilar nature.


Notices.  All
notices and other communications required or permitted under this Agreement
shall be in writing, served personally on, or mailed by nationally recognized
express mail courier.  Notices and other
communications served by express mail courier shall be deemed given 72 hours
after deposit with such express mail courier duly addressed to whom such notice
or communication is to be given.  In the
case of (a) the Company, 5171 Clareton Drive, Agoura Hills, California 91301,
Attention: General Counsel, or (b) to you, at the address of record provided by
you to the Company’s Human Resources department.  Either party may change their address for
purposes of this Section by giving written notice, in the manner stated
herein.  You agree to promptly update the
Company’s Human Resources department with any changes to your contact
information.


Counterparts and Facsimile Signatures.  This
instrument may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement.  The parties agree that a
signature delivered by facsimile transmission will be treated in all respects
as having the same effect as an original signature.


Construction of Agreement.  This
Agreement shall be construed in accordance with, and governed by, the internal
laws of the State of California and both parties irrevocably agree to the
exclusive jurisdiction and venue of the state and local courts of the County of
Los Angeles, California.


Legal Fees.  If any
legal action, arbitration or other proceeding is brought for the enforcement of
this Agreement, or because of any alleged dispute, breach, default or
misrepresentation in connection with this Agreement, the successful or
prevailing party shall be entitled to recover reasonable attorneys’ fees and
other costs it incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.


Severability Clause.  If any
provision of this Agreement or the application thereof is held invalid, the
invalidity shall not affect other provisions or applications of the Agreement
which can be given effect without the invalid provisions or applications and to
this end the provisions of this Agreement are declared to be severable.


Complete Agreement.  This
instrument constitutes and contains the entire agreement and understanding
concerning your employment and the other subject matters addressed in this
Agreement between you and the Company, and supersedes and replaces all prior
negotiations and all agreements proposed or otherwise, whether written or oral,
concerning the subject matters hereof. 
This is an integrated document.


Third Party Beneficiaries.  This
Agreement does not create, and shall not be construed as creating, any rights
enforceable by any person not a party to this Agreement, except as expressly
contemplated herein.


Non-transferability of Interest.  None of the
rights of Employee to receive any form of compensation payable pursuant to this
Agreement shall be assignable or transferable except through a testamentary
disposition or by the laws of descent and distribution upon the death of
Employee.  Any attempted assignment,
transfer, conveyance, or other disposition (other than as set forth herein) of
any interest in the rights of Employee to receive any form of compensation to
be made by the Company pursuant to this Agreement shall be void.


Other
Agreements.  A condition of employment with DTS is a
signed Confidentiality and Non-Disclosure Agreement, Employee Invention
Agreement, the DTS Worldwide Business Conduct Policy, and receiving satisfactory
confirmation of an employee background check. 
Your failure to agree to these conditions and complete these documents
in a timely manner may result in your termination for good cause.  You also understand and agree that, except as
expressly provided in this Agreement, you are subject to all of the Company’s
general business and human resources polices and procedures as they presently
exist or as they may exist in the future and failure to abide by such
provisions may result in your termination for good cause.  Provided, however, that the at-will status of
employment may only be changed as provided below.



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At-Will.  By
signing this letter, you understand and agree that your employment with DTS is “at-will.”  Your employment with DTS is voluntarily
entered into and we recognize you are free to resign at any time.  Similarly, it is recognized that DTS is free
to conclude an employment relationship at any time we feel is appropriate.  While other terms of your employment may
change with or without notice, this at-will relationship can be changed only in
a written agreement signed by you and the President & Chief Executive
Officer of DTS.


Sincerely,


	
  /s/ Jon Kirchner

  	
   

  
	
  Jon Kirchner

  
	
  President and Chief Executive Officer

  
	
   

  
	
   

  
	
  Acceptance:

  
	
   

  
	
  /s/ Sharon Faltemier           1/19/07

  	
   

  
	
  Sharon Faltemier

  	
   

  	
  Date

  
					




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AGREEMENT OF AT WILL
EMPLOYMENT


I understand and agree
that my employment with DTS is on an at-will
basis.  This means that either DTS or I
or may terminate the employment relationship at any time at their sole
discretion without cause.


I further understand that
while other personnel policies, procedures, and benefits of DTS may change from
time to time in DTS’s discretion, this at-will employment relationship can only
be changed by an express written employment agreement signed by me and an
officer of DTS.


	
  Sharon Faltemier

  	
   

  
	
  Employee Name (PRINT)

  
	
   

  
	
   

  
	
   

  
	
  /s/ Sharon Faltemier              1/19/07

  	
   

  
	
  Employee Signature

  	
   

  	
  Date

  
					



 



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