First Amendment to Stockholders Agreement by and among Digital Theater Systems, Inc., Forth Investments, LLC, Universal City Studios, Inc., and Other Stockholders

Summary

This amendment, dated October 13, 1999, modifies the Stockholders Agreement originally signed on October 24, 1997, among Digital Theater Systems, Inc., Forth Investments, LLC, Universal City Studios, Inc., and other listed stockholders. The amendment changes the definition of "Excluded Securities" to specify that options and shares issued under a Stock Option Plan cannot exceed 2,510,466 shares in total. All other terms of the original agreement remain unchanged.

EX-10.4 14 v88961exv10w4.txt EXHIBIT 10.4 Exhibit 10.4 FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT This First Amendment (this "Amendment") is entered into as of October 13, 1999, by and among Digital Theater Systems, Inc., a Delaware corporation (the "Company"), Forth Investments, LLC, Universal City Studios, Inc., and the other stockholders of the Company listed on Annex I hereto, in order to amend that certain Stockholders Agreement (the "Stockholders Agreement") dated as of October 24, 1997, among the Company and the stockholders of the Company listed on Schedule A thereto. Capitalized terms used in this Amendment and not defined shall have the meanings given such terms in the Stockholders Agreement. WHEREAS, pursuant to Section 12(a) of the Stockholders Agreement, except as otherwise provided therein, any amendment to the Stockholders Agreement must be approved in writing by (i) the Company; (ii) the Stockholders holding at least a majority in voting power of the Stockholders Shares subject to the Stockholders Agreement; (iii) Spielberg (so long as Spielberg continues to hold 50% or more of the Stockholders Shares held by Spielberg that are subject to the Stockholders Agreement); (iv) Universal (so long as Universal continues to hold 50% or more of the Stockholders Shares held by Universal that are subject to the Stockholders Agreement); and (v) the holders of a majority in voting power of the shares set forth on Annex I to the Shareholders Agreement (collectively, the "Approving Parties"); and WHEREAS, the Approving Parties desire to amend the Shareholders Agreement as set forth below. NOW THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, do hereby agree as follows: 1. Clause (i) of the definition of "Excluded Securities" contained in the Stockholders Agreement is hereby amended to read in its entirety as follows: "any options issued or issuable pursuant to a Stock Option Plan and any shares of Common Stock issuable upon exercise of any options granted pursuant to a Stock Option Plan; provided, that any shares of Common Stock which are so issued or issuable shall not exceed 2,510,466 shares of Common Stock in the aggregate," 2. Except as amended hereby, the Stockholders Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date and year first above written. Mr. Terry Beard By: ________________________________ Mr. Terry Beard Management Shareholder & Chairman of the Board Digital Theater Systems, Inc. By: /s/ Dan Slusser --------------------------------- Dan Slusser Vice Chairman & CEO Forth Investments, LLC By: /s/ Michael Rutman Name: Michael Rutman Title: CFO Universal City Studios, Inc. By: /s/ William A. Sutman Name: William A. Sutman Title: SVP & CFO Westin Presidio Capital II By: /s/ James B. McElwee --------------------------------- Name: James B. Elwee Title: General Partner Page 2 of 2