EX-99.3 5 a15-22453_1ex99d3.htm EX-99.3

Exhibit 99.3

 

Amendment Number 2

to the

DTS, Inc. 2014 New Employee Incentive Plan

 

WHEREAS, DTS, Inc. (the “Company”) has previously adopted the DTS, Inc. 2014 New Employee Incentive Plan (the “2014 Plan”); and

 

WHEREAS, pursuant to Section 17 of the 2014 Plan, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has the authority to amend the 2014 Plan, including without limitation amendments to increase the maximum number of shares of the Company’s common stock (the “Shares”) which may be issued under the 2014 Plan (the “Share Reserve”); and

 

WHEREAS, the Committee, effective July 28, 2015, amended the 2014 Plan (the “Amendment Number 1”).

 

NOW, THEREFORE, BE IT RESOLVED, that the 2014 Plan is hereby amended to increase the current Share Reserve by 150,000 Shares.

 

RESOLVED FURTHER, that in furtherance of the immediately preceding resolution, Section 4.1 of the 2014 Plan shall be amended to read as follows:

 

4.1   Maximum Number of Shares Issuable.  Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to Awards shall be equal to three hundred thousand (300,000) shares and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.