**EXHIBIT10.15**

 

[SRS LETTERHEAD]

 

April 22, 2008

 

Mr. Jeff Klaas

7061 Heron Circle

Carlsbad, CA 92011

 

Dear Jeff:

 

It is with great pleasure that I invite you to join SRS (·) Labs, Inc. as Vice President of Global Salesreporting to me. This is an extremely important position as you build and leada worldwide team of sales professionals which will I believe will propel SRSLabs, Inc. to a new level of dominance in the audio enhancement industry.

 

Your position will have amonthly base salary of $18,333.33 monthly which is the equivalent of $220,000on an annualized basis and we will provide you with a signing bonus in theamount of $30,000.  The introductoryperiod for a new SRS employee is 90-days. You will be eligible to participatein all SRS employee benefits beginning the first of the month following yourmonth of hire.  I understand that our VPof Human Resources, David Walker, will send you a summary showing theattractive employee benefits package that we offer.

 

In terms of cashincentive compensation opportunities, you will be eligible to participate inthe SRS Labs, Inc Profit Sharing and Bonus Plan once you complete one full quarterwith SRS (probably Q3 in your case). This Plan provides for the sharing of profits and for the payment ofbonuses when certain financial objectives are met.  These payments are made on a quarterly basis,and in 2006 the average executive earned 34% of base compensation in additionalpayments under this Plan and in 2007 the average executive earned 13%.   Inaddition, you will participate in the executive incentive plan which providesthe opportunity to earn an additional payment of 10% of base salary based uponthe degree to which the executive achieves certain objectives set for eachcalendar year.   In addition to theseplans, we will structure an appropriate additional variable compensation planfor you which will be related to the degree to which you lead SRS to achievecertain important sales objectives.  Thisplan will carry a target of $100,000 annually for fully achieving the statedobjectives, prorated for calendar year 2008.

 

Asan added incentive, the Compensation Committee of the Board of Directors hasapproved a stock option of 100,000 shares of SRS Labs, Inc. common stock. Theseoptions vest as follows: 25% on the first anniversary of the grant and anadditional 6.25% each quarter thereafter. The Board of Directors has stipulated that the grant date and the grantprice shall be the closing price of SRS common stock your first day ofemployment with SRS.  The SRS Labs, Inc.option plan document will govern these stock options and a copy of the planwill be provided to you.

 

Asan officer of SRS Labs, Inc. you are considered an “insider” and as such,you will need to comply with the company’s blackout rules and reportingrequirements.

 

In terms of paid timeoff, SRS also offers a total of ten (10) paid holidays per year and youwill be eligible to take three weeks vacation each year.  Your vacation eligibility will begin afterthe completion of your 90-day introductory period, when, you may take what youhave earned. SRS also has a history of closing the offices between Christmasand New Years which results in an additional period of paid time off notcharged to employees’ vacation accrual.

 

SRS also offers employeesthe option to participate in an Employer Matching Contributory 401(k) planwhich provides attractive company matching to your salary deferrals.  You are eligible to participate in this Planafter completing a 90-day introductory period. The entry dates of the plan fall on the first day of the eachmonth.  A copy of the plan will beprovided to you during your first week of employment.

 

Wewill also extend to you a Change in Control Agreement which will provide compensationat one times your total annual compensation as defined in the attached Changein Control Plan if in the event you should lose your position as a result of achange in control in ownership.

 

Wewould like you to start with us at your earliest opportunity so please give meyour thoughts about when you think that could be.

 

Anyoffer of employment will be contingent on the submission of proof of youreligibility to work in the United States and the signing of the SRS Labs, Inc.At-Will Employment Agreement and then Confidentiality, Non-Competition, andCompliance Agreement, copies of which will be provided during your first weekof employment.  Additionally, your offeris contingent upon the Company performing a standard background check for whichthe results are satisfactory.

 

This offer replaces andsupersedes any other employment offer, service agreement and understandingbetween SRS Labs, Inc. and yourself and expires Friday, April 25,2008.  Jeff, if this offer meets withyour approval, please indicate your acceptance in the space providedbelow.  We look forward to having you aspart of our team as we establish SRS (·) as the industry standard incontemporary audio and voice processing.

 

Sincerely,

 
| /s/ Thomas C.K. Yuen                 |   |
|--------------------------------------|--------|
|                                 |   |
| Tom Yuen                             |   |
| Chairman and Chief  Executive Office |   |
| SRS Labs, Inc.                  |   |

 

 
| I Accept: | /s/Jeff  Klaas |   | April 23,  2008 |
|-----------|----------------|--------|----------------------|
|      | Name           |   | Date                 |

 

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