SRS LABS, INC. 2005 CHANGE IN CONTROL PROTECTION PLANChange of Control Agreement |
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Exhibit 10.3
SRS LABS, INC.
2005 CHANGE IN CONTROL PROTECTION PLAN
Participation Agreement for Select Employees
WHEREAS, SRS Labs, Inc. (the “ Company ”) sponsors and maintains the SRS Labs, Inc. 2005 Change in Control Protection Plan (the “ Plan ”), and has executed this agreement (the “ Participation Agreement ”) in order to offer (the “ Employee ”) the opportunity to participate in the Plan;
WHEREAS, the Employee has received a copy of the Plan (which also serves as its summary plan description); and
WHEREAS, the parties acknowledge that capitalized terms not defined in this Participation Agreement shall have the meaning assigned to them in the Plan; and
WHEREAS, the Employee understands that participation in the Plan requires that the Employee agree irrevocably to the terms of the Plan and the terms set forth below; and
WHEREAS, the Employee has had the opportunity to carefully evaluate this opportunity, and desires to become a “Participant” in the Plan under the conditions set forth herein.
NOW, THEREFORE, the parties hereby AGREE as follows:
1. If the Employee incurs a Covered Termination while the Plan is in effect, the Employee shall as soon as administratively practicable thereafter (but subject to Section 5 of the Plan) receive a lump sum payment in cash (the “ Change in Control Benefit”) equal to times the Employee’s “base amount” as determined by the Administrator in accordance with Section 280G of the Internal Revenue Code of 1986, as amended, subject to any reduction required in accordance with Section 6 of the Plan. The term “base amount” refers generally to an Employee’s average W-2 taxable income during the five years preceding the year in which a Change in Control occurs. In addition, the Company shall pay all premiums payable for the Employee’s COBRA coverage for a period of eighteen (18)
