Exhibit 10.21
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
DTS, INC. AND MELVIN FLANIGAN
This Amendment (the
“Amendment”) effective as of December 17, 2008, is
made and entered into by and between DTS, Inc. (the
“Company”) and Melvin Flanigan (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 s
