**Exhibit10.72**

January 3, 2007

Ms. Sharon Faltemier

1563 LarkfieldAvenue

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

# **Termination for Cause.**  Your employment under thisAgreement may be terminated immediately by the Company for “good cause”.  Upon such termination you will be providednotice specifying the reasons for the termination.  You shall have ten (10) business days fromthe date such termination to cure such cause, if curable.  Absent such cure within the cure period, youremployment shall be deemed terminated for good cause on the date of yourtermination.  The term “good cause” isdefined as any one or more of the following occurrences:

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

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

(III)                Yourcommission of an act of fraud, prior to or subsequent to the date of thisAgreement, upon the Company.

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

Nothingin this section or the availability of termination for good cause is intendedto alter the at-will status of employment with the Company.  Either you or the company may terminate theemployment relationship at any time, with or without cause.

**Employee’sConsideration for Severance.**  As consideration for receivingseverance pay and benefits provided hereunder, during the period that Employeeis receiving severance pay or benefits hereunder, Employee shall:

(I)                        Mitigation.  (1) In good faith seek newemployment 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 statusof obtaining such subsequent employment and (3) report on a monthly basis, theamount of compensation and benefits paid to Employee received from any suchsubsequent 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 ofsuch 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’sCEO or designated representative.  It isagreed that eight (8) hours per week of consultation, in person and/or byphone, shall be reasonable.

(III)                Non-Compete.  You agree that for the period commencing onthe date of this Agreement and ending upon the date of the last severancepayment hereunder, Employee shall not, directly or indirectly, as employee,agent, consultant, stockholder, director, partner or in any other individual orrepresentative capacity, own, operate, manage, control, engage in, invest in orparticipate in any manner in, act as a consultant or advisor to, renderservices for (alone or in association with any person, firm, corporation orentity), or otherwise assist, for compensation or otherwise, any person orentity that engages in or owns, invests in, operates, manages or controls anyventure or enterprise that is a direct competitor of DTS; provided, however,that nothing contained in this Agreement shall be construed to prevent you frominvesting in the stock of any competing corporation listed on a nationalsecurities 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 andyour affiliates collectively do not own more than an aggregate of 5% of thestock of such corporation, and (3) such investment does not violate the Company’sInsider Trading Policy.

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

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

**Arbitration. **You and the Company agree that any disputearising under or in connection with this Agreement, including any disputeinvolving your employment or the termination of that employment (whether basedon contract, tort or statutory duty or prohibition, including any prohibitionagainst discrimination or harassment), shall be submitted to bindingarbitration 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 jurytrial.

The party demandingarbitration shall submit a written claim to the other party setting out thebasis of the claim.  Demands shall bepresented in the same manner as notices under this Agreement.  You and the Company will attempt to reachagreement on an arbitrator within ten (10) business days of delivery of thearbitration demand.  After this ten (10)business day period, either you or the Company may request a list of sevenprofessional arbitrators from the American Arbitration Association or anothermutually agreed service.  You and theCompany will alternately strike names until only one person remains and thatperson shall be designated as the arbitrator. The party demanding arbitrationshall make the first strike.

Thearbitration 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 ofessential documents and witnesses and to deposition discovery, as determined bythe 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 processbefore seeking the determination of the arbitrator.  Except as otherwise determined by thearbitrator, you and the Company will each be limited to no more than three (3)depositions.  The arbitrator shall havethe

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powersprovided in California Code of Civil Procedure §§ 1282.2 – 1284.2 and mayprovide all appropriate remedies at law or equity.

Thearbitrator will have the authority to entertain a motion to dismiss and/or amotion for summary judgment by either you or the Company and shall apply thestandards governing such motions under California law, unless the standards ofanother 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 andfees, all meeting room charges and any other expenses that would not have beenincurred if the case were litigated in the judicial forum having jurisdictionover it.  Unless otherwise ordered by thearbitrator pursuant to law or this Agreement, each party shall pay its ownattorney fees, witness fees and other expenses incurred by the party for his orher own benefit.  Employee’s share of anyfiling, administration or similar fee shall be no more than the then currentfiling or other applicable fee in California Superior Court or, if applicable,other appropriate tribunal with jurisdiction.

## **Modification and Waiver of Breach.**  No waiveror modification of this Agreement shall be binding unless it is in writingsigned by you and the Company.  No waiverof a breach of this Agreement shall be deemed to constitute a waiver of afuture breach, whether of a similar or dissimilar nature.

## **Notices.**  Allnotices and other communications required or permitted under this Agreementshall be in writing, served personally on, or mailed by nationally recognizedexpress mail courier.  Notices and othercommunications served by express mail courier shall be deemed given 72 hoursafter deposit with such express mail courier duly addressed to whom such noticeor communication is to be given.  In thecase of (a) the Company, 5171 Clareton Drive, Agoura Hills, California 91301,Attention: General Counsel, or (b) to you, at the address of record provided byyou to the Company’s Human Resources department.  Either party may change their address forpurposes of this Section by giving written notice, in the manner statedherein.  You agree to promptly update theCompany’s Human Resources department with any changes to your contactinformation.

## **Counterparts and Facsimile Signatures.**  Thisinstrument may be executed in one or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameAgreement.  The parties agree that asignature delivered by facsimile transmission will be treated in all respectsas having the same effect as an original signature.

## **Construction of Agreement.**  ThisAgreement shall be construed in accordance with, and governed by, the internallaws of the State of California and both parties irrevocably agree to theexclusive jurisdiction and venue of the state and local courts of the County ofLos Angeles, California.

## **Legal Fees.**  If anylegal action, arbitration or other proceeding is brought for the enforcement ofthis Agreement, or because of any alleged dispute, breach, default ormisrepresentation in connection with this Agreement, the successful orprevailing party shall be entitled to recover reasonable attorneys’ fees andother costs it incurred in that action or proceeding, in addition to any otherrelief to which it may be entitled.

## **Severability Clause.**  If anyprovision of this Agreement or the application thereof is held invalid, theinvalidity shall not affect other provisions or applications of the Agreementwhich can be given effect without the invalid provisions or applications and tothis end the provisions of this Agreement are declared to be severable.

## **Complete Agreement.**  Thisinstrument constitutes and contains the entire agreement and understandingconcerning your employment and the other subject matters addressed in thisAgreement between you and the Company, and supersedes and replaces all priornegotiations and all agreements proposed or otherwise, whether written or oral,concerning the subject matters hereof. This is an integrated document.

**Third Party Beneficiaries.**  ThisAgreement does not create, and shall not be construed as creating, any rightsenforceable by any person not a party to this Agreement, except as expresslycontemplated herein.

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

**OtherAgreements.**  A condition of employment with DTS is asigned Confidentiality and Non-Disclosure Agreement, Employee InventionAgreement, the DTS Worldwide Business Conduct Policy, and receiving satisfactoryconfirmation of an employee background check. Your failure to agree to these conditions and complete these documentsin a timely manner may result in your termination for good cause.  You also understand and agree that, except asexpressly provided in this Agreement, you are subject to all of the Company’sgeneral business and human resources polices and procedures as they presentlyexist or as they may exist in the future and failure to abide by suchprovisions may result in your termination for good cause.  Provided, however, that the at-will status ofemployment may only be changed as provided below.

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**At-Will.**  Bysigning this letter, you understand and agree that your employment with DTS is “**at-will**.”  Your employment with DTS is voluntarilyentered into and we recognize you are free to resign at any time.  Similarly, it is recognized that DTS is freeto conclude an employment relationship at any time we feel is appropriate.  While other terms of your employment maychange with or without notice, this at-will relationship can be changed only ina written agreement signed by you and the President & Chief ExecutiveOfficer 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 WILLEMPLOYMENT

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

I further understand thatwhile other personnel policies, procedures, and benefits of DTS may change fromtime to time in DTS’s discretion, this at-will employment relationship can onlybe changed by an express written employment agreement signed by me and anofficer of DTS.
| Sharon Faltemier                                                                                 |   |
|--------------------------------------------------------------------------------------------------|--------|
| Employee Name (PRINT)                                                                            |
|                                                                                             |
|                                                                                             |
|                                                                                             |
| /s/ Sharon Faltemier              1/19/07 |   |
| Employee Signature                                                                               |   | Date |
|                                                                                                  |        |  |  |  |

 

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