Exhibit 10.17


 


AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN


DTS, INC. AND JON KIRCHNER


 


This Amendment (the “Amendment”) effective as of December 17,
2008, is made and entered into by and between DTS, Inc. (the “Company”)
and Jon Kirchner (the “Employee”).


 


Whereas, DTS and Employee have previously entered into an Employment
Agreement dated September 30, 2002 (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 14
entitled “Section 409A Compliance” shall be added to the Agreement as
follows:


 


14.                                 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 the Employee agree that they
will execute any and all amendments to this Agreement as they mutually agree in
good faith 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 the
Employee 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, the
Employee, 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 the Employee first incurs a “separation from service” for
purposes of Section 409A.  Further,
to the extent that the Employee is a “specified employee” (as defined in Section 409A)
as of the date of Employee’s separation from service, no amount that
constitutes a deferral of compensation which is payable on account of Employee’s
separation from service shall paid to Employee before the date (the “Delayed
Payment Date”) which is first day of the seventh month after the date of
Employee’s separation from service or, if earlier, the date of Employee’s 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.


 


 


	
  JON KIRCHNER

  	
  DTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jon E. Kirchner

  	
   

  	
  By:

  	
  /s/ Daniel E. Slusser

  
	
  Jon Kirchner

  	
  Daniel E. Slusser

  
	
   

  	
  Chairman, Board of Directors

  
	
   

  	
   

  
	
  Date:

  	
  12/17/2008

  	
   

  	
   

  
	
   

  	
  Date:

  	
  12/17/2008

  
									



 


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