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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/16/06 DTS, Inc. 10-K 12/31/05 11:2.6M Merrill Corp-MD/FA |
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Exhibit 3.7
COMPENSATION COMMITTEE CHARTER
Adopted by the
Board of Directors of
DTS, Inc.
February 23, 2006
The purpose of the Compensation Committee (the “Committee”) of DTS, Inc. (the “Company”) is to assist the Board of Directors of the Company (the “Board”) in the discharge of its responsibilities relating to executive and director compensation, to oversee incentive, equity-based and other compensatory plans in which executive officers and key employees of the Company participate and to produce an annual report on executive compensation for inclusion as required in the Company’s proxy statement.
The Committee shall be composed of not less than three directors, as determined by the Board, each of whom shall (i) satisfy the independence requirements of the Nasdaq National Stock Market, (ii) qualify as a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (iii) qualify as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. Members shall be appointed to, and removed from, the Committee by the Board.
The authority delegated to the Committee is set forth below. This description of authority is intended as a guide and the Committee may act and establish policies and procedures that are consistent with these guidelines or are necessary or advisable, in its discretion, to carry out the intent of the Board in delegating such authority and to fulfill the responsibilities of the Committee hereunder.
In the event that one or more members of the Committee are absent from a meeting of the Committee or being present at a meeting recuse themselves from an action taken, the remaining members of the Committee (provided there are at least two such members), acting unanimously, shall have the power to take any necessary action. No action of the Committee shall be valid unless taken pursuant to a resolution adopted and approved by at least two members of the Committee. No member of the Committee shall participate in any discussions or deliberations relating to such person’s own compensation or other matters in which such person has a material interest.
Except with respect to matters relating to compensation of the Company’s Chief Executive Officer, with respect to which the Board delegates to the Committee exclusive authority during
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such period of time that the Committee is empanelled with at least two qualifying members as described above, the Board simultaneously reserves to itself all authority delegated hereunder to the Committee. This reservation of authority does not in any way limit the Committee’s authority to act definitively on matters delegated to it hereunder. Notwithstanding the above, the Board reserves the right at any time to revoke or change the authority delegated hereunder.
By adopting this Charter, the Board delegates to the Committee the authority to:
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This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/16/06 | |||
2/23/06 | 4, 4/A, 8-K | |||
For Period End: | 12/31/05 | |||
List all Filings |