2003 EQUITY INCENTIVE PLAN
1. Purpose of this Plan
The purpose of this 2003 Equity Incentive Plan is to enhance the long-term stockholder value of
DTS, Inc. by offering opportunities to eligible individuals to participate in the growth in value of the equity of
2. Definitions and Rules of Interpretation
This Plan uses the following defined terms:
(a) “Administrator” means the Board, the Committee, or any officer or employee of the
Company to whom the Board or the Committee delegates authority to administer this Plan.
(b) “Affiliate” means a “parent” or “subsidiary” (as each is defined in Section 424 of the
Code) of the Company and any other entity that the Board or Committee designates as an “Affiliate” for
purposes of this Plan.
(c) “Applicable Law” means any and all laws of whatever jurisdiction, within or without the
United States, and the rules of any stock exchange or quotation system on which Shares are listed or quoted,
applicable to the taking or refraining from taking of any action under this Plan, including the administration of this
Plan and the issuance or transfer of Awards or Award Shares.
(d) “Award ” means a Stock Award, SAR, Cash Award, or Option granted in accordance
with the terms of this Plan.
(e) “Award Agreement” means the document evidencing the grant of an Award.
(f) “Award Shares” means Shares covered by an outstanding Award or purchased under
(g) “Awardee” means: (i) a person to whom an Award has been granted, including a holder
of a Substitute Award, (ii) a person to whom an Award has been transferred in accordance with all applicable
requirements of Sections 6.5, 7(h), and 17.
(h) “Board” means the Board of Directors of the Company.
(i) “Cash Award” means the ri