**Exhibit3.7**

**COMPENSATION COMMITTEECHARTER**

**Adopted by the Board ofDirectors ofDTS, Inc.February 22, 2007**

# **I.****                                         Purpose**

The purpose of the Compensation Committee (the “Committee”)of DTS, Inc. (the “Company”) is to assist the Board of Directors of the Company(the “Board”) in the discharge of its responsibilities relating to executiveand director****compensation, tooversee incentive, equity-based and other compensatory plans in which executiveofficers and key employees of the Company participate and to produce an annualreport on executive compensation for inclusion as required in the Company’sproxy statement.

# **II.****                                     Composition**

The Committee shall be composed of not less than threedirectors, as determined by the Board, each of whom shall (i) satisfy the independencerequirements of the Nasdaq National Stock Market, (ii) qualify as a “Non-employeeDirector” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934,as amended, and (iii) qualify as an “outside director” for purposes of Section162(m) of the Internal Revenue Code of 1986, as amended.  Members shall be appointed to, and removedfrom, the Committee by the Board.

# **III.****                                 Responsibilities**

The authority delegated to the Committee is set forthbelow.  This description of authority isintended as a guide and the Committee may act and establish policies andprocedures that are consistent with these guidelines or are necessary oradvisable, in its discretion, to carry out the intent of the Board indelegating such authority and to fulfill the responsibilities of the Committeehereunder.

### 1.                           Develop and periodicallyreview compensation policies and practices applicable to executive officers,including the criteria upon which executive compensation is based, the specificrelationship of corporate performance to executive compensation and thecomposition in terms of base salary, deferred compensation and incentive orequity-based compensation and other benefits.

### 2.                           Review and approve, at leastannually, corporate goals and objectives relevant to Chief Executive Officer (“CEO”)compensation, evaluate the CEO’s performance in light of these goals andobjectives, and set the CEO’s compensation level based on this evaluation.

### 3.                           Determine bases for and setcompensation levels for other executive officers.

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### 4.                           Supervise, administer andevaluate incentive, equity-based and other compensatory plans of the Company,including approving guidelines and size of grants and awards, making grants andawards, interpreting and promulgating rules relating to the plans, modifying orcanceling grants or awards, designating employees eligible to participate andimposing limitations and conditions on grants or awards.

### 5.                           Review and approve, subjectto stockholder approval as required, the creation or amendment of anyincentive, equity-based and other compensatory plans of the Company, other thanamendments to tax-qualified employee benefit plans and trusts, and anysupplemental plans thereunder, that do not substantially alter the costs ofsuch plans to the Company or are to conform such plans to applicable laws orregulations, and reserve shares of the Company’s common stock for issuanceunder any such plan.

### 6.                           Review and approve anyemployment agreements, severance arrangements, change-in-control arrangementsor special or supplemental employee benefits, and any material amendments toany of the foregoing, applicable to executive officers.

### 7.                           Review periodically thecompensation and benefits offered to nonemployee directors and recommendchanges to the Board as appropriate.

### 8.                           Prepare an annual report tothe Company’s stockholders on executive compensation and review the Company’sCompensation Discussion and Analysis, each of which will be included in theCompany’s annual report or the Company’s proxy statement for its annual stockholders’meeting in accordance with the rules and regulations of the Securities andExchange Commission.

### 9.                           Make available minutes ofCommittee meetings to the Board, and report to the Board on any significantmatters arising from the Committee’s work.

### 10.                     At least annually, evaluate theperformance of the Committee, review and reassess this Charter and, ifappropriate, recommend changes to the Board.

### 11.                     Perform such other duties andresponsibilities as are required by law, applicable NASDAQ (or stock exchange)rules or as may be assigned to the Committee by the Board or as designated inplan documents.

# **IV.****                                Authorityand Power to Act**

In the event that one or more members of the Committeeare absent from a meeting of the Committee or being present at a meeting recusethemselves from an action taken, the remaining members of the Committee(provided there are at least two such members), acting unanimously, shall havethe power to take any necessary action. No action of the Committee shall be valid unless taken pursuant to aresolution adopted and approved by at least two members of the Committee.  No member of the Committee shall participatein any discussions or deliberations relating to such person’s own compensationor other matters in which such person has a material interest.

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Except with respect to matters relating tocompensation of the Company’s Chief Executive Officer, with respect to whichthe Board delegates to the Committee exclusive authority during such period oftime that the Committee is empanelled with at least two qualifying members asdescribed above, the Board simultaneously reserves to itself all authoritydelegated hereunder to the Committee. This reservation of authority does not in any way limit the Committee’sauthority to act definitively on matters delegated to it hereunder.  Notwithstanding the above, the Board reservesthe right at any time to revoke or change the authority delegated hereunder.

By adopting this Charter, the Board delegates to theCommittee the authority to:

### 1.                           Perform each of the responsibilities of the Compensation Committeedescribed above; provided, however, that the Board retains the authority toauthorize one or more officers of the Company to designate officers andemployees to be recipients of rights or options created by the Company or todetermine the number of such rights or options to be received by such officersor employees.

### 2.                           Delegate such of itsauthority and responsibilities as the Committee deems proper to members of theCommittee.

### 3.                           Appoint a chair of theCommittee, unless a chair is designated by the Board.

### 4.                           Retain and terminatecompensation consultants, independent counsel and such other advisors as theCommittee determines necessary to carry out its responsibilities, and approvethe fees and other terms of retention of any such advisors.  Compensation paid to such parties and relatedexpenses will be borne by the Company and the Company will make appropriatefunding available to the Committee for such purposes.

### 5.                           Obtain advice and assistancefrom internal legal or other advisors.

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