**Exhibit 10.16.2**

**DTS, INC. RESTRICTED STOCK GRANT NOTICE(2003 Equity Incentive Plan)**

DTS, Inc. (the “Company”),pursuant to its 2003 Equity Incentive Plan (the “Plan”), hereby grants to theparticipant under the Plan (the “Participant”) the number of shares of theCompany’s common stock (the “Common Stock”) set forth below (the “Award”).  This Award is subject to all of the terms andconditions as set forth in this Restricted Stock Grant Notice (the “GrantNotice”), the Restricted Stock Agreement, and the Plan, all of which areattached hereto and incorporated herein in their entirety.
| Participant:                       |                                                                                                                   |
|------------------------------------|------------------------------------------------------------------------------------------------------------------------|
|                               |                                                                                                                   |
| Grant Number                       |                                                                                                                   |
|                               |                                                                                                                   |
| Date of Grant:                     |                                                                                                                   |
|                               |                                                                                                                   |
| Vesting Commencement Date:         |                                                                                                                   |
|                               |                                                                                                                   |
| Number of Shares Subject to Award: |                                                                                                                   |
|                               |                                                                                                                   |
| Vesting Schedule:                  | Twenty five percent (25%) per year of the Shares  Subject to Award on the anniversary of the Vesting Commencement Date |

AdditionalTerms/Acknowledgements:The undersigned Participant acknowledges receipt of, and understands and agreesto the terms and conditions of this Grant Notice, the Restricted StockAgreement, and the Plan.  Participantfurther acknowledges that as of the Date of Grant, this Grant Notice, theRestricted Stock Agreement and the Plan set forth the entire understandingbetween Participant and the Company regarding the acquisition of stock in theCompany and supersede all prior oral and written agreements relating thereto,with the exception of other awards previously granted and delivered toParticipant under the Plan.
| DTS, Inc. | ** ** | **Participant:** |
|-----------|------------|------------------|
|      |       |             |
| By:       |       |             | By: |   |
|      | Signature  |             |   | Signature |
|      |       |             |
| Title:    |       | Date:            |
|      |       |             |
|      |       |             |
| Date:     |       |             |
|      |       |             |

 

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**DTS, INC. 2003 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT**

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), dated      , 20    , is entered into by and between      (“Participant”) and DTS, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the Company has adopted the DTS, Inc. 2003 Equity IncentivePlan (the “Plan”), which provides for awards of restricted stock to the Company’sEmployees, Consultants and Directors; and

WHEREAS, Participant is currently serving as an Employee or Directorof, or a Consultant to, the Company; and

WHEREAS, in order to provide Participant incentive to continue in theemploy of the Company and his or her commitment to the success of the Company,the Compensation Committee of the Board of Directors of the Company (the “Committee”)has determined that Participant shall be granted an Award covering shares ofthe Company’s common stock, par value $0.0001 per share (the “Common Stock”),subject to the restrictions stated herein and in accordance with the terms andconditions of the Plan.

NOW THEREFORE, in consideration of the foregoing, and the mutualcovenants and agreements set forth herein, the parties hereto agree as follows:

*1.             **Definitions***

Capitalized terms not explicitly defined in this Agreement but definedin the Plan shall have the same meanings ascribed to them in the Plan.

*2.             **Grant of Award***

# The Company hereby grants to Participant, pursuant to the terms of theRestricted Stock Grant Notice (the “Grant Notice”) and this Agreement(collectively, the “Award Agreement”) an Award covering the number of shares ofCommon Stock indicated in the Grant Notice (the “Shares”) and hereby issues theShares to Participant.

*3.             **Agreement to Accept Shares***

Participant hereby agrees to accept from the Company, and the Companyhereby agrees to issue to Participant, the Shares.

*4.             **Delivery of the Shares and Award Agreement***

The issuance and delivery of the Shares shall be consummated asfollows:

## *4.1.        *Participant agrees to execute and deliver theGrant Notice and this Agreement to the Company’s Chief Financial Officer, or tosuch other person as the Company may designate, during regular business hours,along with such additional documents as the Company may require.

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## *4.2.        *If requested by the Company pursuant toSection 9 below, Participant agrees to execute three (3) copies of anassignment separate from certificate (with date and number of shares blank) ina form provided by the Company and to execute joint escrow instructions (orother documents with a similar purpose) in a form provided by the Company andto deliver the same in accordance with Section 9 below.

*5.             **Vesting***

Subject to the limitations contained herein, the Shares issued toParticipant shall vest as provided in the Grant Notice, provided, however, thatvesting shall cease upon the Termination of Participant’s service as anEmployee, Director or Consultant.

*6.             **Securities Law Compliance***

Notwithstanding anything to the contrary contained herein, the Companyshall not deliver any Shares under the Award Agreement unless the Shares arethen registered under the Securities Act or, if such Shares are not then soregistered, the Company has determined that such issuance and transfer would beexempt from the registration requirements of the Securities Act.  The issuance and transfer of the Shares alsomust comply with other applicable laws and regulations governing such Award,and the Company shall not issue the Shares if the Company determines that suchissuance and transfer would not be in material compliance with such laws andregulations.

*7.             **Right of Reacquisition***

In the event of the Termination of Participant’s service as an Employeeor Director of, or a Consultant to, the Company, the Company shall have a rightto reacquire (the “Reacquisition Rights”) the Shares that have not yet vestedin accordance with the Vesting Schedule in the Grant Notice (the “UnvestedShares”).  The Company shall,simultaneously with Participant’s Termination of service, as an Employee,Director or Consultant, automatically reacquire all of the Unvested Shares,without payment by the Company of any amount with respect thereto, unless theCompany agrees to waive its Reacquisition Rights to any or all of the UnvestedShares.  Any such waiver shall beexercised by the Company by written notice to Participant or his or herrepresentative (with a copy to the escrow agent, broker or other person who cancontrol the transferability of the Shares) within 30 days after Participant’sTermination.  If the Company does notwaive its Reacquisition Rights to any or all of the Unvested Shares, the escrowagent, broker, etc., shall be notified accordingly and instructed to return orotherwise credit the Company for the Unvested Shares.

*8.             **Corporate Transactions***

In the event of a Fundamental Transaction or Change in Control pursuantto Section 10.3 or Section 10.4 of the Plan, the Reacquisition Rights may beassigned by the Company to the successor of the Company (or such successor’sparent company), if any, in connection with such corporate transaction.  To the extent the Reacquisition Rights remainin effect following such corporate transaction, such rights shall apply to thenew capital stock or other property received in exchange for the Common Stockin consummation of the corporate transaction, but only to the extent the CommonStock was at the time covered by such rights.

*9.             **Escrow of Unvested Shares***

Typically the Company expects that the Shares will be registered on abookkeeping entry basis with a broker selected by the Company.  Although Participant will be the beneficialowner of the Shares,

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thebroker will be instructed not to permit transfer of the Shares by Participantprior to the time the Shares vest in accordance with the Grant Notice.  If the Company should at any time utilize adifferent method of share transfer, the Company may require Participant, andParticipant hereby agrees, to execute an escrow agreement or similar documents(including an assignment separate from certificate) to secure the Company’sReacquisition Rights with respect to any Unvested.

*10.          **Rights asStockholder***

Subject to the provisions of this Agreement (most specifically thatParticipant may not dispose of, encumber, or otherwise convert to gain anyUnvested Shares), Participant shall exercise all rights and privileges of astockholder of the Company with respect to the Shares, regardless of whethervested or unvested.  Participant shall bedeemed to be the holder of the Shares for purposes of receiving any dividendsthat may be paid with respect to such Shares and for purposes of exercising anyvoting rights relating to such Shares, even if some or all of the Shares havenot yet vested and been released from the Company’s Reacquisition Rights.

*11.          **Limitationson Transfer***

In addition to any other limitation on transfer created by applicablesecurities laws, Participant agrees not to sell, assign, hypothecate, donate,encumber or otherwise dispose of any interest in the Shares, except by will orby the laws of descent and distribution, while the Shares are subject to theReacquisition Rights.

*12.          **RestrictiveLegends***

The stock certificates evidencing the Shares issued under the AwardAgreement shall bear appropriate legends determined by the Company.

*13.          **Award not aService Contract***

The Award Agreement is not an employment or service contract, andnothing in the Award Agreement shall be deemed to create in any way whatsoeverany obligation on the Company or an Affiliate to continue Participant’semployment or service.  In addition,nothing in the Award Agreement shall obligate the Company or an Affiliate,their respective stockholders, Boards of Directors, officers or Employees tocontinue any relationship that Participant may have as an Employee or Directorof, or a Consultant to, the Company or an Affiliate.

*14.          **WithholdingObligations***

*14.1.      *Participantunderstands and agrees that Participant is solely responsible for any and allfederal, state, local and foreign tax withholding obligations in connectionwith the Award.  Participant furtheragrees to make adequate provision for any sums required to satisfy the federal,state, local and foreign tax withholding obligations of the Company or an Affiliate,if any, which arise in connection with the Award and any lapse of ReacquisitionRights relating to the Shares subject to the Award.

*14.2.      *IfParticipant does not deliver to the Company’s Chief Financial Officer at leastfive (5) days prior to any date on which any Reacquisition Rights relating tothe Shares will lapse (each, a “Vesting Date”) a written notice of Participant’selection to satisfy by cash, check or other manner agreeable to the Company,all federal, state, local or foreign tax withholding obligations related tosuch Shares, Participant and the Company agree that the Company shall retainthat number of the Shares, based on the fair market value of the Company’scommon stock on such Vesting Date, with an aggregate value

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equal to the amount of all federal, state, local or foreign taxwithholding obligations that Participant, the Company, or an Affiliate wouldincur as a result of the lapse of Reacquisition Rights relating to such Shares.

*14.3.      *Unlessand until the tax withholding obligations of the Company or any Affiliate are satisfied,the Company shall have no obligation to issue a certificate for, or permit thetransfer, alienation, etc. of, any of the Shares.

*15.          **Section83(b) Election***

Participant understands that Section 83(a) of the Code taxes asordinary income the difference between the amount paid for the Shares and thefair market value of the Shares as of the date any restrictions on the Shareslapse.  In this context, “restriction”means the Reacquisition Rights of the Company pursuant to Section 7 of thisAgreement.  Despite the fact that itmight be unusual to make the following election in the circumstances of thisAgreement (because of the significant taxes potentially due in the year of theelection as described below), Participant understands that Participant mayelect to be taxed at the time the Shares are granted, rather than when and asthe Reacquisition Rights expire, by filing an election under Section 83(b) (an “83(b)Election”) of the Code with the Internal Revenue Service within 30 days fromthe date the Shares were granted.  A formof such election is attached hereto as Attachment III.  The difference between the fair market valueof the Shares at the time of the execution of this Agreement and the amountParticipant is paying for the Shares, if any, makes it unlikely thatParticipant will choose to make an 83(b) Election, as such election wouldrequire that Participant pay taxes on that difference at the time the Sharesare purchased.  However, the 83(b)Election must be made if Participant wishes to avoid additional income underSection 83(a) in the future. Accordingly, Participant understands the decision to file or not filesuch an election has potentially dramatic tax consequences, and if the decisionis made to file such an election it must be filed in a timely.  Elections which are filed late can never beeffective.  Participant furtherunderstands that an additional copy of such election form should be filed withhis or her federal income tax return for the calendar year in which the date ofthis Agreement falls.  Participantacknowledges that the foregoing is only a summary of the effect of UnitedStates federal income taxation with respect to purchase of the Shareshereunder, and does not purport to be complete. Participant further acknowledges that the Company has directedParticipant to seek independent advice regarding the applicable provisions ofthe Code, the income tax laws of any municipality, state or foreign country inwhich Participant may reside, the tax consequences of Participant’s death andthe decision as to whether or not to file an 83(b) Election in connection withthe acquisition of the Shares.

PARTICIPANTACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’STO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IFPARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ONPARTICIPANT’S BEHALF.

*16.          **Representations***

Participant has reviewed with his or her own tax advisors thefederal, state, local and foreign tax consequences relating to the Award andthe transactions contemplated by the Award Agreement.  Participant is relying solely on suchadvisors and not on any statements or representations of the Company or any ofits agents.  Participant understands thathe or she (and not the Company) shall be responsible for any tax liability thatmay arise as a result of the Award or the transactions contemplated by theAward Agreement.

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*17.          **Data Privacy Consent***

Participant hereby explicitly and unambiguously consents to thecollection, use and transfer, in electronic or other form, of Participant’spersonal data as described in this document by and among, as applicable, theCompany and its Affiliates for the exclusive purpose of implementing,administering and managing Participant’s participation in the Plan.  Participant understands that the Company andits Affiliates hold certain personal information about Participant, including,but not limited to, name, home address and telephone number, date of birth,social security or insurance number or other identification number, salary,nationality, job title, any shares of stock or directorships held in theCompany, details of all options or any other entitlement to shares of stockawarded, canceled, purchased, exercised, vested, unvested or outstanding inParticipant’s favor for the purpose of implementing, managing and administeringthe Plan (“Data”).  Participantunderstands that the Data may be transferred to any third parties assisting inthe implementation, administration and management of the Plan, that theserecipients may be located in Participant’s country or elsewhere and that therecipient country may have different data privacy laws and protections thanParticipant’s country.  Participantunderstands that he or she may request a list with the names and addresses ofany potential recipients of the Data by contacting the Secretary of theCompany.  Participant authorizes therecipients to receive, possess, use, retain and transfer the Data, in electronicor other form, for the purposes of implementing, administering and managingParticipant’s participation in the Plan, including any requisite transfer ofsuch Data, as may be required to a broker or other third party with whomParticipant may elect to deposit any shares acquired under the Plan.  Participant understands that Data will beheld only as long as is necessary to implement, administer and manageparticipation in the Plan.  Participantunderstands that he or she may, at any time, view Data, request additionalinformation about the storage and processing of the Data, require any necessaryamendments to the Data or refuse or withdraw the consents herein, in any casewithout cost, by contacting the Secretary of the Company in writing.  Participant understands that refusing orwithdrawing consent may affect Participant’s ability to participate in thePlan.  For more information on theconsequences of refusing to consent or withdrawing consent, Participantunderstands that he or she may contact the Secretary of the Company.

*18.          **Acknowledgment***

Participant acknowledges and agrees that notwithstanding any terms orconditions of the Plan to the contrary, in the event of involuntary Termination(whether or not in breach of local labor laws), the Participant’s right toreceive benefits under the Award Agreement, if any, will terminate effective asof the date that Participant is no longer actively employed and will not beextended by any notice period mandated under local law (e.g., active employmentwould not include a period of “garden leave” or similar period pursuant tolocal law); furthermore, in the event of involuntary Termination (whether ornot in breach of local labor laws), Participant’s right to receive benefitsunder the Award Agreement after Termination, if any, will be measured by thedate of termination of Participant’s active employment and will not be extendedby any notice period mandated under local law.

*19.          **Notices***

Any notices provided for in the Award Agreement or the Plan shall begiven in writing and shall be deemed effectively given upon receipt or, in thecase of notices delivered by mail by the Company to Participant, five (5) daysafter deposit in the United States mail, postage prepaid, addressed toParticipant at the last address provided by Participant to the Company.

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*20.          **Survival of Terms***

The Award Agreement shall apply to and bind Participant and the Companyand their respective permitted assignees and transferees, heirs, legatees,executors, administrators and legal successors.

*21.          **Failure toEnforce not a Waiver***

The failure of the Company to enforce at any time any provision of theAward Agreement shall in no way be construed to be a waiver of such provisionor of any other provision hereof.

*22.          **Amendments***

The Award Agreement may be amended or modified at any time only by aninstrument in writing signed by each of the parties hereto.

*23.          **Authority ofthe Committee***

The Committee shall have full authority to interpret and construe theterms of the Award Agreement.  Thedetermination of the Committee as to any such matter of interpretation orconstruction shall be final, binding and conclusive.

*24.          **Miscellaneous***

*24.1.      *Therights and obligations of the Company under the Award Agreement shall betransferable to any one or more persons or entities, and all covenants and agreementshereunder shall inure to the benefit of, and be enforceable by the Company’ssuccessors and assigns.

## *24.2.      *Participant agrees upon request to executeany further documents or instruments necessary or desirable in the soledetermination of the Company to carry out the purposes or intent of the AwardAgreement.

## *24.3.      *Participant acknowledges and agrees that heor she has reviewed the Award Agreement in its entirety, has had an opportunityto obtain the advice of counsel prior to executing and accepting the AwardAgreement and fully understands all provisions of the Award Agreement.

## *24.4.      *If Participant has received this or any otherdocument related to the Plan translated into a language other than English andif the translated version is different than the English version, the Englishversion will control.

## *24.5.      *The Award Agreement may be signed incounterparts, each of which shall be deemed an original, and all of whichtogether shall constitute one and the same instrument.

*25.          **GoverningPlan Document***

The Award is subject to all the provisions of the Plan, the provisionsof which are hereby made a part of Participant’s Award, and is further subjectto all interpretations, amendments, rules and regulations which may from timeto time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between theprovisions of the Award and those of the Plan, the provisions of the Plan shallcontrol.  Participant representsthat he or she has read this Agreement, the Grant Notice and the Plan, andis familiar with their terms and provisions.  Participant hereby agrees toaccept as binding, conclusive and

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finalall decisions or interpretations of the Committee upon any questions arisingunder the Award Agreement.

INWITNESS WHEREOF, the parties hereto have executed this Agreement on the datefirst above written.
| DTS, Inc. | ** ** | **Participant:** |
|-----------|------------|------------------|
|      |       |             |
| By:       |       |             | By: |   |
|      | Signature  |             |   | Signature |
|      |       |             |
| Name:     |       |             |   |   |
|      |       |             |   |   |
|      |       |             |   |   |
| Title:    |       |             |   |   |
|           |            |                  |  |  |  |

 

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***[SIGNATURE PAGE TO RESTRICTED STOCKAGREEMENT]***

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