(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2014, the Board of Directors (the "Board") of DTS, Inc. (the
"Company") adopted the DTS, Inc. 2014 New Employee Incentive Plan (the
"Incentive Plan"). The Incentive Plan provides for the grant of equity-based
awards in the form of stock options, stock appreciation rights, restricted stock
and stock units, performance shares and units, and other stock-based awards. The
Incentive Plan was adopted by the Board without stockholder approval pursuant to
Rule 5635(c)(4) of the NASDAQ Listing Rules.
The Board has reserved 50,000 shares of the Company's common stock for issuance
pursuant to awards granted under the Incentive Plan, and the Incentive Plan will
be administered by the Compensation Committee of the Board. In accordance with
Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Incentive Plan may
only be made to an employee who has not previously been an employee or member of
the Board or any parent or subsidiary, or following a bona fide period of
non-employment by the Company or a parent or subsidiary, if he or she is granted
such award in connection with his or her commencement of employment with the
Company or a subsidiary and such grant is an inducement material to his or her
entering into employment with the Company or such subsidiary.
A complete copy of the Incentive Plan is filed herewith as Exhibit 10.1 and
incorporated herein by reference. The above description of the Incentive Plan
does not purport to be complete and is qualified in its entirety by reference to
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 DTS, Inc. 2014 New Employee Incentive Plan.