Exhibit 10.34


 


AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN


DTS, INC. AND DANIEL E. SLUSSER


 


This
Amendment (the “Amendment”) effective as of December 17, 2008, is made and
entered into by and between DTS, Inc. (the “Company”) and Daniel E.
Slusser (the “Executive”).


 


Whereas,
DTS and Executive have previously entered into an Employment Agreement effective
May 31, 2007 (the “Agreement”); and


 


Whereas,
the parties to the Agreement wish to amend the Agreement;


 


NOW
THEREFORE, in consideration of the respective covenants contained herein, the
parties agree as follows:


 


1.                                       A new Section 13
entitled “Section 409A Compliance” shall be added to the Agreement as
follows:


 


13.                                 Section 409A
Compliance.  This Agreement is intended to comply with, or
otherwise be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”).  The Company and you agree to execute any and
all amendments to this Agreement as mutually agreed in good faith that may be
necessary to ensure compliance with the provisions of Section 409A.  The preceding provisions, however, shall not
be construed as a guarantee by the Company of any particular tax effect to you
under this Agreement.


 


For
purposes of Section 409A, the right to a series of installment payments
under this Agreement shall be treated as a right to a series of separate
payments.  With respect to any
reimbursement of expenses of, or any provision of in-kind benefits to you as
specified under this Agreement, such reimbursement of expenses or provision of
in-kind benefits shall be subject to the following conditions: (1) the
expenses eligible for reimbursement or the amount of in-kind benefits provided
in one taxable year shall not affect the expenses eligible for reimbursement or
the amount of in-kind benefits provided in any other taxable year, except for
any medical reimbursement arrangement providing for the reimbursement of
expenses referred to in Section 105(b) of the Internal Revenue Code; (2) the
reimbursement of an eligible expense shall be made no later than the end of the
year after the year in which such expense was incurred; and (3) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or
exchange for another benefit.


 


No
amount payable pursuant to this Agreement which constitutes a “deferral of
compensation” subject to Section 409A shall be paid unless 


 

















 


and
until you first incur a “separation from service” for purposes of Section 409A.  Further, to the extent that you are a specified
employee” (as defined in Section 409A) as of the date of your separation
from service, no amount that constitutes a deferral of compensation which is
payable on account of your separation from service shall paid to you before the
date (the “Delayed Payment Date”) which is first day of the seventh month after
the date of your separation from service or, if earlier, the date of your death
following such separation from service. 
All such amounts that would, but for this Section, become payable prior
to the Delayed Payment Date will be accumulated and paid on the Delayed Payment
Date.


 


This
Amendment does not delete, terminate or replace any provision of the Agreement
except as specifically provided herein.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment effective as of the
day and date first written above.


 


	
  DANIEL
  E. SLUSSER  

  	
   

  	
  DTS,
  INC.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Daniel E. Slusser 

  	
   

  	
  By:
  

  	
  /s/
  Jon E. Kirchner 

  
	
               Daniel
  E. Slusser 

  	
   

  	
               Jon
  Kirchner 

  
	
   

  	
   

  	
               President &
  Chief Executive Officer 

  
	
   

  	
   

  	
   

  
	
  Date:
  

  	
  12/17/2008

  	
   

  	
   

  
	
   

  	
   

  	
  Date:
  

  	
  September 29,
  2008

  
							



 


2