Form 8-K DTS, INC. For: Dec 01

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December 1, 2016 4:47 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2016

DTS, Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-50335	77-0467655
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5220 Las Virgenes Road

Calabasas, CA, 91302

(Address of principal executive offices, with zip code)

(818) 436-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On December 1, 2016, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 19, 2016, among Tessera Technologies, Inc. (“Tessera”), DTS, Inc. (“DTS”), Tessera Holding Corporation (f/k/a Tempe Holdco Corporation) (“Tessera Holding”), Tempe Merger Sub Corporation (“Parent Merger Sub”) and Arizona Merger Sub Corporation (“Company Merger Sub,” and together with Parent Merger Sub, the “Merger Subs”), Tessera implemented a holding company reorganization whereby Parent Merger Sub merged with and into Tessera (the “Parent Merger”), with Tessera as the surviving corporation, and thereafter Company Merger Sub merged with and into DTS (the “Company Merger” and, together with the Parent Merger, the “Mergers”), with DTS as the surviving corporation. As a result of the Mergers, both DTS and Tessera became wholly owned subsidiaries of Tessera Holding. Following the Parent Merger, Tessera Holding, a Delaware corporation, became the successor issuer to Tessera, a Delaware corporation, pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the completion of the Company Merger, DTS established the DTS, Inc. 2016 Executive Retention Bonus Plan (the “Retention Plan”) and is expected to enter into letter agreements thereunder (the “Retention Agreements”) with Jon E. Kirchner and certain other executive officers who are expected to continue employment with DTS following completion of the Company Merger (collectively, the “DTS Executives”).

The terms of the Retention Plan provide that each DTS Executive who executes a Retention Agreement and is continuously employed with Tessera, DTS, Tessera Holding or one of their subsidiaries through the 18-month anniversary of the effective time of the Company Merger (the “Vesting Date”) will be entitled to receive payment of the DTS Executive’s retention bonus; provided, that if the DTS Executive’s employment is terminated (i) by Tessera, DTS, Tessera Holding or one of their subsidiaries (as applicable) without cause, (ii) by the DTS Executive for good reason or (iii) due to the DTS Executive’s death or disability at any time prior to the Vesting Date, the DTS Executive will be entitled to payment of a pro-rata portion of his or her retention bonus. The DTS Executive will immediately forfeit his or her retention bonus upon a termination of his or her employment for cause or his or her resignation without good reason at any time prior to the Vesting Date. Any amounts that are forfeited will not be reallocated to other DTS Executives. Under the Retention Plan, Mr. Kirchner is eligible to receive a retention bonus of $5,049,336 and the other DTS Executives may receive, in the aggregate, retention bonuses equal to $3,884,849. By executing the Retention Agreement, each DTS Executive acknowledges and agrees that the signing and consummation of the Company Merger and/or any change in such DTS Executive’s authority, duties, responsibilities or reporting relationship that is caused by such signing or consummation will not constitute “Good Reason” as defined in such DTS Executive’s existing executive employment agreement.

The Retention Plan and form of Retention Agreement are filed as Exhibits 10.1 and 10.2 hereto, respectively, each of which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 1, 2016, DTS held its Special Meeting of Stockholders (the “Meeting”). Of the 17,848,590 shares of DTS’s common stock outstanding as of the record date of October 20, 2016, a total of 15,538,389 shares, or approximately 87.06% of DTS’s common stock, was represented at the Meeting in person or by proxy, which constituted a quorum. The stockholders considered three proposals at the meeting, each of which is described in more detail in DTS’s Definitive Proxy Statement filed with the SEC on October 21, 2016 and mailed to stockholders on or about October 24, 2016. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1. The stockholders approved a proposal to adopt the Merger Agreement (the “Merger Proposal”). The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
15,351,933	180,640	5,816	0

Proposal 2. The stockholders approved a proposal to approve, on a non-binding, advisory basis, merger-related compensation for DTS’s named executive officers. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
14,621,857	912,187	4,345	0

Proposal 3. The stockholders approved a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes at the time of the Meeting to approve the Merger Proposal. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
14,786,848	746,976	4,565	0

Although Proposal 3 was approved, adjournment of the Meeting was not necessary or appropriate because there were sufficient votes at the time of the Meeting to approve the Merger Proposal.

No other items were presented for stockholder approval at the Meeting.

Item 8.01 Other Events.

On December 1, 2016, Tessera Holding issued a press release announcing the completion of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

10.1		DTS, Inc. 2016 Executive Retention Bonus Plan

10.2		Form of Retention Agreement

99.1		Press Release, dated December 1, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 1, 2016


DTS, INC.

By:		/s/ Thomas Lacey
Name:		Thomas Lacey
Title:		President

EXHIBIT INDEX


Exhibit No.		Description

10.1		DTS, Inc. 2016 Executive Retention Bonus Plan

10.2		Form of Retention Agreement

99.1		Press Release, dated December 1, 2016

Exhibit 10.1

DTS, INC.

2016 EXECUTIVE RETENTION BONUS PLAN

DTS, Inc., a Delaware corporation (the “Company”), hereby establishes this 2016 Executive Retention Bonus Plan (this “Plan”) effective as of the date of the consummation of the Company Merger (as defined below) (the “Effective Date”). This Plan shall become effective on the Effective Date and will remain in effect until the earlier of (a) the date all Bonus Amounts (or Pro-Rata Bonus Amounts, as applicable) are paid pursuant to and in accordance with this Plan; and (b) the termination of this Plan pursuant to and in accordance with Section 7. Certain capitalized but otherwise undefined terms used in this Plan have the meanings assigned to them in Section 2.

SECTION 1 - NATURE AND PURPOSE

1.1 Background and Purpose.

(i) The Company is a party to that certain Agreement and Plan of Merger dated September 19, 2016 (the “Merger Agreement”), by and among the Company, Tessera Technologies, Inc., a Delaware corporation (“Parent”), Tempe Holdco Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Holdco”), Tempe Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of Holdco (“Parent Merger Sub”), Arizona Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of Holdco (“Company Merger Sub”), pursuant to which (i) Parent Merger Sub shall be merged with and into Parent (the “Parent Merger”), with Parent as the surviving entity in the Parent Merger (the “Parent Surviving Corporation”) and the Parent Surviving Corporation becoming a wholly owned subsidiary of Holdco and (ii) immediately following consummation of the Parent Merger, Company Merger Sub shall be merged with and into the Company (the “Company Merger”), with the Company as the surviving entity in the Company Merger (the “Company Surviving Corporation”), and the Company Surviving Corporation becoming a wholly owned subsidiary of Holdco.

(ii) The Merger Agreement and its associated schedules contemplate that the Company’s Board of Directors will adopt and implement, prior to the consummation of the Company Merger, this Plan, in order to encourage the retention of certain employees of the Company who hold the title of Executive Vice President and above until the end of the eighteen (18) month period following the consummation of the Company Merger.

1.2 Plan Benefits Unfunded. The liability of the Company to pay a Bonus Amount to any Participant is based solely on the contractual obligations created by this Plan and the Letter Agreement between the Company and such Participant and evidencing the award of the Bonus Amount. This Plan constitutes a mere promise by the Company to pay benefits in the future. The interest of a Participant in Plan benefits is an unsecured claim against the general assets of the Company. No Participant has any interest in any fund or in any specific asset of the Company by reason of any amounts credited or deemed to be credited hereunder. Accordingly, Plan benefits are not secured by any trust, pledge, lien or encumbrance on any property of the Company or on the assets of any benefit trust. The Company intends that this Plan be unfunded for tax purposes and for purposes of Title I of Employee Retirement Income Security Act of 1974, as amended, if applicable.

1.3 Participation Not a Contract of Employment or Service. This Plan is not a promise of employment with or the continuation of service to the Company and nothing in this Plan gives any person a right to remain in the service of the Company, Parent, Holdco, or any of their Subsidiaries nor does it affect the right of the Company, Parent, Holdco or any of their Subsidiaries to terminate the service of any person at any time with or without Cause and with or without advance notice, subject to the terms of any employment, service or other agreement that may exist between such person and the Company, Parent, Holdco or any of their Subsidiaries. For the avoidance of doubt, the Plan will not alter any existing contractual arrangements with any Participant who does not continue as an employee of the Company, Parent, Holdco or any of their Subsidiaries immediately after the Effective Time and, as such, any such Participant will be entitled to receive all amounts due pursuant to the terms of the Participant’s then-existing contractual arrangements with the Company.

SECTION 2 - DEFINED TERMS

Whenever used herein, the following definitions shall govern this Plan:

2.1 “Beneficiary” means the person(s) designated on a Designation of Beneficiary Form substantially in the form set forth in Exhibit C attached hereto to receive payment of a Pro-Rata Bonus Amount as set forth in Section 4.1 of this Plan. If no Beneficiary has been properly designated, then the Beneficiary shall be the Participant’s spouse, and if no spouse exists at the time of death, the Participant’s estate.

2.2 “Board” means the Board of Directors of Holdco.

2.3 “Bonus Amount” means the amount set forth on Exhibit A attached hereto opposite the name of a Participant, which amount shall, provided that such Participant satisfies the conditions set forth in this Plan, become payable as set forth in this Plan.

2.4 “Cause” shall have the meaning set forth in the Participant’s employment agreement with the Company referenced on Exhibit A attached hereto; provided, however clause “(g)” of the definition of “Cause” set forth in such employment agreement shall be ignored for purposes of determining Cause under this Plan and the Letter Agreement.

2.5 “Disability” means a condition which would entitle the Participant to long term disability benefits under the Company’s long term disability plan/policy as in effect as of the date of the adoption of this Plan.

2.6 “Good Reason” shall have the meaning set forth in the Participant’s employment agreement with the Company referenced on Exhibit A attached hereto, as modified by the Participant’s Letter Agreement.

2.7 “Involuntary Termination” means a termination of a Participant’s employment (i) by the Company, Parent, Holdco or any of their Subsidiaries (A) without Cause or (B) due to a Disability of such Participant; (ii) by such Participant with Good Reason; or (iii) as a result of

such Participant’s death. For purposes of this Plan, an “Involuntary Termination” shall not include or be deemed to include a termination of a Participant’s employment (x) by the Company, Parent, Holdco or any of their Subsidiaries for Cause or (y) by such Participant’s resignation without Good Reason.

2.8 “Letter Agreement” means the letter agreement substantially in the form attached hereto as Exhibit B, pursuant to which a Participant is notified of his/her participation in this Plan and upon which a Participant acknowledges that he/she has read such letter agreement and this Plan and agreed that the award described therein and his/her participation in this Plan are subject in all respects to the terms and conditions of this Plan, or such other form approved by the Plan Administrator.

2.9 “Participant” shall have the meaning set forth in Section 3.

2.10 “Plan Administrator” means the Board.

2.11 “Release” means a release substantially in the form attached as Exhibit A to the Participant’s employment agreement with the Company referenced on Exhibit A attached hereto.

2.12 “Section 409A” shall have the meaning set forth in Section 10.

2.13 “Subsidiary” An entity shall be deemed to be a “Subsidiary” of the Company, Parent or Holdco if any of the Company, Parent or Holdco directly or indirectly owns, beneficially or of record: (a) an amount of voting securities of other interests in such entity that is sufficient to enable the Company, Parent or Holdco to elect at least a majority of the members of such entity’s board of directors or other governing body; or (b) at least 50% of the outstanding equity or financial interests of such entity.

SECTION 3 - ELIGIBILITY

An individual shall be eligible to participate in this Plan if he or she has been designated by the Plan Administrator as a Participant as set forth on Exhibit A attached hereto and has received and executed a Letter Agreement (each, a “Participant”). Except as set forth in Section 4.1, the Participant must have been continuously employed by the Company, Parent, Holdco and/or any of their Subsidiaries through the date which is eighteen (18) months following the Effective Date (the “Vesting Date”) to receive payment of his or her Bonus Amount as set forth in Section 6. Assuming this condition is satisfied, payment of the Bonus Amount to the Participant shall occur on the first regularly scheduled payroll date following the Vesting Date (which shall be no later than thirty (30) days following the Vesting Date).

SECTION 4 - INVOLUNTARY TERMINATIONS

4.1 Notwithstanding the provisions set forth in Section 3, if a Participant experiences an Involuntary Termination during the period between the Effective Date and the Vesting Date, then the Participant (or in the event of death, the Participant’s Beneficiary) shall become entitled to payment of a pro-rata portion of his or her Bonus Amount in an amount equal to the product of: (i) such Participant’s Bonus Amount and (ii) a fraction, the numerator of which shall be the

number of days elapsed from the Effective Date through the effective date of such Participant’s Involuntary Termination and the denominator of which shall be five hundred forty-eight (548) (the “Pro-Rata Bonus Amount”), subject to the Participant’s execution and delivery of a Release, which must become effective and non-revocable no later than sixty (60) days following the Participant’s termination. The Pro-Rata Bonus Amount shall be paid on the first regularly scheduled payroll date following the effective date of such Participant’s executed Release; provided, however, that if the Bonus Amounts constitute deferred compensation subject to Section 409A, and the sixty (60) day period descried above spans two (2) taxable years, then such payment shall occur on the first regularly scheduled payroll date occurring after the end of such sixty (60) day period (subject to Section 8). Notwithstanding the foregoing, if payment of a Pro-Rata Bonus Amount is payable as a result of a Participant’s death, then a Release shall not be required, and payment shall be made to the Beneficiary as soon as practicable following such death.

4.2 A Participant will immediately forfeit his/her right to any payment under this Plan upon a termination of his/her employment by the Company, Parent, Holdco or one of their Subsidiaries (as applicable) for Cause or his/ her resignation without Good Reason, in either case, at any time prior to the Vesting Date, and none of the Company, Parent, Holdco or any of their Subsidiaries shall have any obligation with respect thereto. Any amounts that are forfeited will not be reallocated to other Participants or other persons.

SECTION 5 - AWARDS UNDER THE PLAN

A Participant’s Bonus Amount shall be determined by the Plan Administrator and set forth in the Participant’s Letter Agreement and Exhibit A to this Plan.

SECTION 6 - PAYMENTS UNDER THE PLAN

6.1 Payment of Bonus Amount or Pro-Rata Bonus Amount. Bonus Amounts or Pro-Rata Bonus Amounts, as applicable, shall be paid in a lump sum following the satisfaction of all conditions for payment set forth in Section 3 or Section 4.1, as applicable and, subject to Section 8, shall be payable pursuant to the timing rules set forth in Section 3 or Section 4.1, as applicable.

6.2 Tax Withholding. To the extent required by applicable law, payments under this Plan may be subject to federal and state withholding taxes, FICA and similar charges, and the Company may deduct the amount from any payments required hereunder.

6.3 Other Limitation of Payments.

(i) In the event it shall be determined that any compensation by or benefit from the Company (or Parent, Holdco or their Subsidiaries) to the Participant or for the Participant’s benefit, whether pursuant to the terms of this Plan or otherwise (collectively, the “Payments”), (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Participant’s benefits under this Plan shall be either:

(a) delivered in full, or

(b) delivered as to such lesser extent this would result in no portion of such benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Participant on an after-tax basis of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.

(ii) Unless the Company (or Parent, Holdco, or their affiliates) and the Participant otherwise agree in writing, any determination required under this Section 6.3 shall be made in writing by a nationally recognized certified public accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Participant and the Company, Parent, Holdco, and their Subsidiaries for all purposes. For purposes of making the calculations required by this Section 6.3, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company, and, if applicable, Parent, Holdco, and their Subsidiaries and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6.3. The Company (or its successor) shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6.3.

(iii) In the event that Payments must be reduced, then the Payments under this Plan will be reduced first by reducing Payments under this Plan, then by elimination of cash severance payments, then elimination of vesting acceleration of Participant’s remaining equity awards, if any (in reverse chronological order based on the date such awards would have vested), and finally elimination of any other payments giving rise to “parachute payments.”

SECTION 7 - AMENDMENT AND TERMINATION

The Plan Administrator may amend this Plan and the applicable Letter Agreement at any time, provided that, except as set forth in Section 8, once a Participant has executed a Letter Agreement, the terms of this Plan applicable to that Participant may only be amended with the written consent of such Participant and the Participant’s Letter Agreement may only be amended in writing through an amendment executed by the Company (or its successor) and the Participant party to the applicable Letter Agreement. This Plan will automatically terminate if the Merger Agreement is terminated in accordance with its terms. If the Merger Agreement is terminated in accordance with its terms, and this Plan has accordingly terminated, all rights to receive Bonus Amounts shall be terminated and forfeited, and none of the Company, Parent, Holdco or any of their Subsidiaries shall have any obligation with respect thereto.

SECTION 8 - CODE SECTION 409A

To the extent applicable for Participants, this Plan is intended to be exempt from, or comply with, the requirements of Internal Section 409A of the Code, as amended (“Section 409A”). To the extent that this Plan is not exempt from the requirements of Section 409A, this Plan is intended to comply with the requirements of Section 409A and shall be limited, construed

and interpreted in accordance with such intent. Accordingly, notwithstanding the provisions of Section 7, the Plan Administrator reserves the right to amend the provisions of this Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of the additional tax, interest or income inclusion under Section 409A on any payment to be made hereunder while preserving, to the maximum extent possible, the intended economic result of the Bonus Amount of any affected Participant. Whenever a payment under this Plan specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Plan Administrator. Notwithstanding anything in this Plan or a Letter Agreement to the contrary, to the extent necessary to avoid the imposition of penalties under Section 409A, no amount that becomes payable on account of a termination of services shall be paid unless such termination constitutes a “separation from service” within the meaning of Section 409A. Further, to the extent necessary to comply with Section 409A, if a Participant is a “specified employee” (as defined by Section 409A), and the Participant will receive payment of any “deferred compensation” subject to Section 409A on account of a separation from services, then such amount shall not be paid until the first day of the seventh month following such separation (provided, however, that such amounts shall be paid earlier if the Participant dies during such period (with such payments being made within thirty (30) days of the Participant’s death). Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on a Participant by Section 409A or for damages for failing to comply with Section 409A.

SECTION 9 - MISCELLANEOUS

9.1 Authority of the Plan Administrator. The Plan shall be interpreted, administered and operated by the Plan Administrator, which shall have complete authority, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, and subject to Section 7, to amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Plan Administrator may delegate any of its duties hereunder to a subcommittee, or to such person or persons from time to time as it may designate. All decisions, interpretations and other actions of the Plan Administrator made in good faith upon any matter within the scope of its authority shall be final, conclusive and binding on all parties who have an interest in the Plan.

9.2 No Liability. The Plan Administrator, and no officer or employee of the Company, Parent, Holdco or their Subsidiaries shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to such person’s own fraud or willful misconduct; nor shall such entities be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director, officer or employee of the entity.

9.3 No Trust. Nothing contained in this Plan and no action taken pursuant to the provisions of any related agreements shall create or be construed to create a trust of any kind. No property which may be acquired or invested by the Company in connection with this Plan shall be deemed to be security for the obligations to participants hereunder, but shall be, and continue for all purposes to be, a part of the general funds of the Company. The right of Participants to receive payment from the Company under this Plan shall be no greater than the right of any unsecured general creditor of the Company.

9.4 Plan Benefits are not Assignable. The rights of a Participant to Plan benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant, and any attempt to assign, pledge or encumber that interest shall be void.

9.5 Successors and Assigns. The terms and conditions of this Plan shall inure to the benefit of and bind the Company and the Participants, and their successors, assigns and personal representatives.

9.6 Entire Agreement. This Plan and the Letter Agreement (and with respect to the definitions of “Cause” and “Good Reason,” a Participant’s employment agreement as referenced in Exhibit A attached hereto) shall constitute the entire understanding and agreement with respect to the subject matter contained herein, and there are no agreements, understandings, restrictions, representations or warranties among any Participant and the Company other than those as set forth or provided for in this Plan.

9.7 Governing Law. This Plan constitutes an agreement, and any disputes arising under this Plan will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws principle to the contrary.

9.8 Section Headings. The headings contained in this document are for reference purposes only, and shall not affect the meaning or interpretation of this Plan.

IN WITNESS WHEREOF, this 2016 Executive Retention Bonus Plan has been executed effective as of the date first written above.


DTS, INC.

By:		/s/ Jon E. Kirchner

Name:		Jon E. Kirchner

Title:		CEO

EXHIBIT A


Participant Name & Title	Employment Agreement	Bonus Amount
Jon E. Kirchner, Chairman and Chief Executive Officer	Executive Employment Agreement effective as of February 17, 2011 by and between DTS, Inc. and Jon Kirchner, as in effect as of the date of adoption of this Plan	$5,049,366.30
Geir Skaaden, Executive Vice President, Products, Platforms and Solutions	Executive Employment Agreement effective as of October 1, 2015 by and between DTS, Inc. and Geir Skaaden, as in effect as of the date of adoption of this Plan	$1,275,576.35
Kevin Doohan, Executive Vice President & Chief Marketing Officer	Executive Employment Agreement effective as of January 20, 2014 by and between DTS, Inc. and Kevin Doohan, as in effect as of the date of adoption of this Plan	$1,292,725.00
Kris Graves, Executive Vice President, Human Resources	Executive Employment Agreement effective as of April 1, 2013 by and between DTS, Inc. and Kris Graves, as in effect as of the date of adoption of this Plan	$1,316,547.35
TOTAL		$8,934,215.00

EXHIBIT B

FORM OF LETTER AGREEMENT

LETTER AGREEMENT

[Date]

<Insert Name of Participant>

<Insert Address>

<Insert City, State, Zip Code>

Dear <Insert Name of Participant>:

The purpose of this letter agreement (this “Letter Agreement”) is to inform you that you are eligible for an award under the DTS, Inc. 2016 Executive Retention Bonus Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto under the Plan. The award for which you are eligible consists of the following:

Retention Bonus Amount opportunity:

Retention Bonus Amount award: $[ ] in cash (the “Award”).

The Plan and this Letter Agreement (and with respect to the definitions of “Cause” and “Good Reason,” as used in the Plan, your Current Employment Agreement (as defined below)) contain the entire understanding between you and the Company with respect to the subject matter hereof. By signing below you are also acknowledging and agreeing that the signing of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement and/or any change in your authority, duties, responsibilities or reporting relationship that is caused by such signing or consummation will not constitute “Good Reason” for purposes of your Executive Employment Agreement dated (the “Current Employment Agreement”).

You hereby acknowledge and agree that the terms and conditions of your participation in the Plan, and any Award that may be payable thereunder, shall be determined in accordance with the Plan and this Letter Agreement.


DTS, Inc.

By:
Name:
Title:

ACKNOWLEDGEMENT

I hereby acknowledge that I have read this Letter Agreement and the Plan and agree that the Award and my participation in the Plan are subject in all respects to the terms and conditions of the Plan.


		Dated: , 2016
Print Name

Signature

EXHIBIT C

BENEFICIARY FORM DESIGNATION FORM

DTS, INC.

DESIGNATION OF BENEFICIARY FORM

UNDER DTS, INC. 2016 EXECUTIVE RETENTION BONUS PLAN


TO:
		Company official designated to receive beneficiary designation

FROM:
		Name of Participant

I am a participant in the DTS, Inc. 2016 Executive Retention Bonus Plan (the “Plan”). In accordance with the terms of the Plan, in the event of my death, I designate the following as my beneficiary to receive all amounts payable to me under the Plan which I have not received prior to my death:


Beneficiary’s Name:

Social Security Number:

Relationship:

Address:

If you are married and your beneficiary is someone other than your spouse, then your spouse must sign and date this form.

This designation revokes all prior beneficiary designations I have made under the Plan.


Date:
		Signature of Participant

Consent of Spouse:

I am the spouse of the above named Participant. I consent to the above designation of a beneficiary other than me to receive payments due to my spouse under the Plan.


Date:
		Signature of Participant’s Spouse

Exhibit 10.2

FORM OF LETTER AGREEMENT

LETTER AGREEMENT

[Date]

<Insert Name of Participant>

<Insert Address>

<Insert City, State, Zip Code>

Dear <Insert Name of Participant>:

Retention Bonus Amount opportunity:

Retention Bonus Amount award: $[ ] in cash (the “Award”).


DTS, Inc.

By:
Name:
Title:

ACKNOWLEDGEMENT

I hereby acknowledge that I have read this Letter Agreement and the Plan and agree that the Award and my participation in the Plan are subject in all respects to the terms and conditions of the Plan.


		Dated: , 2016
Print Name

Signature

Exhibit 99.1

Tessera Completes Acquisition of DTS

Combined Company Adds Industry-Leading Audio Solutions to Its Expanding Technology Portfolio

SAN JOSE, Calif., Dec. 1, 2016 – Tessera Holding Corporation (Nasdaq: TSRA) (the “Company”) today announced it has completed the acquisition of DTS, Inc. (“DTS”). Tessera Technologies, Inc. (“Tessera”) and DTS are now combined under Tessera Holding Corporation and the shares of the combined company will continue to trade on the NASDAQ under Tessera’s ticker symbol TSRA. The Company plans to introduce a new corporate name, stock ticker, brand and logo during the first quarter of 2017.

The Company’s combined portfolio of products and technologies uniquely positions it to deliver smart sight and sound solutions and next-generation 3D semiconductor interconnect solutions for mobile devices, consumer electronics, and automotive markets – while also addressing the growing potential of emerging technologies such as IoT and AR/VR. The Company’s team of world-class engineers will focus on the vision of creating core technologies that power intelligent, immersive and personalized digital experiences.

“The combination of DTS and Tessera ushers in a new era for the company,” said Tom Lacey, CEO of Tessera Holding Corporation. “By uniting DTS’ industry-leading portfolio of premium audio technology solutions with Tessera’s best-in-class portfolio of imaging and semiconductor packaging and interconnect technologies, we will be able to execute on our vision of an integrated platform of smart enabled technologies.”

“DTS has always been a leading innovator in the audio space,” said Jon Kirchner, president of Tessera Holding Corporation. “We are proud to unite with Tessera to innovate a new generation of smart sight and sound solutions that will power the next wave of content delivery and electronic devices. These solutions will help deliver ever more immersive experiences and help transform how we interact with the rapidly growing number of connected devices at home, in the car and on the go.”

For more information on Tessera Holding Corporation, its subsidiaries, and its portfolio of technology solutions, please visit www.tesseraholdingcorporation.com.

About Tessera Holding Corporation

Tessera Holding Corporation is the parent company of Tessera, DTS, FotoNation and Invensas. We are one of the world’s leading product and technology licensing companies. Our technologies and intellectual property are deployed, in areas such as premium audio, computational imaging, computer vision, mobile computing and communications, memory, data storage, 3D semiconductor interconnect and packaging. We invent smart sight and sound technologies that enhance and help to transform human connected experience.

For more information, call +1.408.321.6000 or visit www.tesseraholdingcorporation.com.

Tessera, DTS, FotoNation, FotoNation and their respective logos, are trademarks or registered trademarks of affiliated companies of Tessera Holding Corporation in the United States and other countries. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.

Forward-Looking Statements

This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected, particularly with respect to the potential benefits of the combined company. Material factors that may cause results to differ from the statements made include the plans or operations relating to the businesses of the Company; market or industry conditions; changes in patent laws, regulation or enforcement, or other factors that might affect the Company’s ability to protect or realize the value of its intellectual property; the expiration of license agreements and the cessation of related royalty income; the failure, inability or refusal of licensees to pay royalties; initiation, delays, setbacks or losses relating to the Company’s intellectual property or intellectual property litigations, or invalidation or limitation of key patents; fluctuations in operating results due to the timing of new license agreements and royalties, or due to legal costs; the risk of a decline in demand for semiconductors and products utilizing FotoNation technologies; failure by the industry to use technologies covered by the Company’s patents; the expiration of the Company’s patents; the Company’s ability to successfully complete and integrate acquisitions of businesses; the risk of loss of, or decreases in production orders from, customers of acquired businesses; financial and regulatory risks associated with the international nature of the Company’s businesses; failure of the Company’s products to achieve technological feasibility or profitability; failure to successfully commercialize the Company’s products; changes in demand for the products of the Company’s customers; limited opportunities to license technologies due to high concentration in the markets for semiconductors and related products and smartphone imaging; the impact of competing technologies on the demand for the Company’s technologies; failure to realize the anticipated benefits of the acquisition of DTS, including as a result of integrating the businesses of Tessera and DTS; uncertainty as to the long-term value of DTS; pricing trends, including the Company’s ability to achieve economies of scale; the expected amount and timing of cost savings and operating synergies; and other developments in the markets that Tessera and DTS operate, as well as management’s response to any of the aforementioned factors. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this release.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in Tessera’s and DTS’s recent reports on Form 10-K and Form 10-Q and other documents of the Company, Tessera and DTS on file with the Securities and Exchange Commission (the “SEC”). The Company’s, Tessera’s and DTS’s respective SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statements made or incorporated by reference herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized,

that they will have the expected consequences to, or effects on, the Company or its business or operations. Except to the extent required by applicable law, the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

PR Agency Contact:

Zeno Group

Dan Sorensen, +1 650-801-0944

[email protected]

Company Contact:

Tessera Holding Corporation

Adolph Hunter, +1 408-321-6710

[email protected]

Investor Contact:

Tessera Holding Corporation

Geri Weinfeld, +1-818-436-1231

[email protected]