BE VALID AND
ENFORCEABLE UNDER APPLICABLE LAW.
11.6
COMPLETE AGREEMENT.
THIS INSTRUMENT, TOGETHER
WITH THE DOCUMENTS REFERENCED IN THIS AGREEMENT, CONSTITUTES AND CONTAINS THE
ENTIRE AGREEMENT AND UNDERSTANDING CONCERNING YOUR EMPLOYMENT AND THE OTHER
SUBJECT MATTERS ADDRESSED IN THIS AGREEMENT BETWEEN YOU AND THE COMPANY, AND
SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS AND ALL AGREEMENTS PROPOSED OR
OTHERWISE, WHETHER WRITTEN OR ORAL, CONCERNING THE SUBJECT MATTERS HEREOF.
THIS
IS AN INTEGRATED DOCUMENT.
11.7
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT DOES
NOT CREATE, AND SHALL NOT BE CONSTRUED AS CREATING, ANY RIGHTS ENFORCEABLE BY
ANY PERSON NOT A PARTY TO THIS AGREEMENT, EXCEPT AS EXPRESSLY CONTEMPLATED
HEREIN.
11.8
NON-TRANSFERABILITY OF INTEREST.
NONE OF THE
RIGHTS OF EMPLOYEE TO RECEIVE ANY FORM OF COMPENSATION PAYABLE PURSUANT TO THIS
AGREEMENT SHALL BE ASSIGNABLE OR TRANSFERABLE EXCEPT THROUGH A TESTAMENTARY
DISPOSITION OR BY THE LAWS OF DESCENT AND DISTRIBUTION UPON THE DEATH OF
EMPLOYEE.
ANY ATTEMPTED ASSIGNMENT, TRANSFER, CONVEYANCE, OR OTHER DISPOSITION
(OTHER THAN AS SET FORTH HEREIN) OF ANY INTEREST IN THE RIGHTS OF EMPLOYEE TO
RECEIVE ANY FORM OF COMPENSATION TO BE MADE BY THE COMPANY PURSUANT TO THIS
AGREEMENT SHALL BE VOID.
11.9
OTHER AGREEMENTS.
A CONDITION OF EMPLOYMENT WITH
THE COMPANY IS YOUR EXECUTION OF A CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT,
AN EMPLOYEE INVENTION AGREEMENT, AND THE DTS WORLDWIDE BUSINESS CONDUCT POLICY.
YOUR FAILURE TO AGREE TO THESE CONDITIONS AND COMPLETE AND EXECUTE THESE
DOCUMENTS IN A TIMELY MANNER MAY RESULT IN YOUR TERMINATION FOR JUST CAUSE.
YOU
ALSO UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
YOU ARE SUBJECT TO ALL OF THE COMPANY'S AND DTS'S GENERAL BUSINESS AND HUMAN
RESOURCES POLICIES AND PROCEDURES AS THEY PRESENTLY EXIST OR AS THEY MAY EXIST
IN THE FUTURE, AND TO THE EXTENT THAT SUCH POLICIES AND PROCEDURES ARE BONA
FIDE, REASONABLE, NOT CONTRARY TO LAW AND OTHERWISE CONSISTENT WITH THE TERMS OF
THE AGREEMENT INCLUDING THE NATURE OF YOUR DUTIES AND RESPONSIBILITIES, AND
FAILURE TO ABIDE BY SUCH PROVISIONS MAY RESULT IN YOUR TERMINATION FOR JUST
CAUSE.
11.10
LEGAL ADVICE.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
OBTAINED INDEPENDENT LEGAL ADVICE WITH RESPECT TO THIS AGREEMENT AND THAT YOU
FULLY UNDERSTAND THE NATURE AND CONSEQUENCES OF THIS AGREEMENT.
7
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and
year first above written.
EMPLOYEE:
/s/ Ian Cavén
Ian Cavén
Address:
Address of Record with DTS
Human Resources Department
THE COMPANY:
DTS CANADA ULC
By:
/s/ Jon E. Kirchner
Name: Jon E. Kirchner
Title: President and Chief Executive Officer
The obligations of the Company are hereby
guaranteed by DTS
DIGITAL THEATER SYSTEMS, INC.
By:
/s/ Jon E. Kirchner
Name: Jon E. Kirchner
Title: President and Chief Executive Officer
8