EXHIBIT
10.15


 


[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 Sales
reporting to me. This is an extremely important position as you build and lead
a worldwide team of sales professionals which will I believe will propel SRS
Labs, Inc. to a new level of dominance in the audio enhancement industry.


 


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


 


In terms of cash
incentive compensation opportunities, you will be eligible to participate in
the SRS Labs, Inc Profit Sharing and Bonus Plan once you complete one full quarter
with SRS (probably Q3 in your case). 
This Plan provides for the sharing of profits and for the payment of
bonuses 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 additional
payments under this Plan and in 2007 the average executive earned 13%.   In
addition, you will participate in the executive incentive plan which provides
the opportunity to earn an additional payment of 10% of base salary based upon
the degree to which the executive achieves certain objectives set for each
calendar year.   In addition to these
plans, we will structure an appropriate additional variable compensation plan
for you which will be related to the degree to which you lead SRS to achieve
certain important sales objectives.  This
plan will carry a target of $100,000 annually for fully achieving the stated
objectives, prorated for calendar year 2008.


 


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


 


As
an 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 reporting
requirements.


 


In terms of paid time
off, SRS also offers a total of ten (10) paid holidays per year and you
will be eligible to take three weeks vacation each year.  Your vacation eligibility will begin after
the completion of your 90-day introductory period, when, you may take what you
have earned. SRS also has a history of closing the offices between Christmas
and New Years which results in an additional period of paid time off not
charged to employees’ vacation accrual.


 


SRS also offers employees
the option to participate in an Employer Matching Contributory 401(k) plan
which provides attractive company matching to your salary deferrals.  You are eligible to participate in this Plan
after completing a 90-day introductory period. 
The entry dates of the plan fall on the first day of the each
month.  A copy of the plan will be
provided to you during your first week of employment.


 


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


 


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


 


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


 


This offer replaces and
supersedes any other employment offer, service agreement and understanding
between SRS Labs, Inc. and yourself and expires Friday, April 25,
2008.  Jeff, if this offer meets with
your approval, please indicate your acceptance in the space provided
below.  We look forward to having you as
part of our team as we establish SRS (·) as the industry standard in
contemporary 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

  
	
   

  	
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