Exhibit 10.28


 


AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN


DTS, INC. AND PATRICK WATSON


 


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


 


Whereas, DTS and Employee have previously entered into an Employment
Agreement dated May 20, 2005 (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.             Subsection
IV of the Section entitled “Employee’s Consideration for Severance” is
hereby replaced in its entirety to read as follows:


 


(IV)         Severance
Agreement.  You shall enter into a
severance agreement and general release with the company in the form designated
by the Company which shall become effective in accordance with its terms no
later than sixty (60) days following your termination.


 


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


 


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.


 


	
  PATRICK WATSON

  	
   

  	
  DTS, INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Patrick J. Watson

  	
   

  	
  By:

  	
  /s/ Jon E. Kirchner

  
	
   

  	
   Patrick Watson

  	
   

  	
   

  	
   Jon E. Kirchmer

  
	
   

  	
   

  	
   

  	
   

  	
   President & Chief Executive
  Officers

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  12/17/2008

  	
   

  	
  Date:

  	
  September 29, 2008

  
							



 


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