Exhibit 10.11






 


Non-Employee Director Form




 


RESTRICTED STOCK UNIT GRANT NOTICE

UNDER THE

SNAP ONE HOLDINGS CORP.

2021 EQUITY INCENTIVE PLAN 


 


Snap One Holdings Corp., a Delaware corporation
(the “Company”), pursuant to its 2021 Equity Incentive Plan, as it may be amended and restated from time to time (the
 “Plan”), hereby grants to the Participant set forth below the number of Restricted StockP Units set forth below. The
Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached
hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein
in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.


 


 Participant:




 


Date of Grant:


 


Vesting Commencement Date:


 


Number of


Restricted Stock Units:


 


Vesting Schedule:


 


	Dividend Equivalents:	 	The Restricted Stock Units shall be credited with dividend equivalent payments, as provided in Section 12(c)(iii) of the Plan.




 


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THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT
OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT
OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK
UNIT AGREEMENT AND THE PLAN.


 


Participant1


 


___________________________________________


 


Snap One Holdings Corp.


 


___________________________________________


 


By:

Title:


 


 






		1	To the extent that the Company has established, either itself
or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's
signature hereto.



 


[Signature Page to Restricted
Stock Unit Agreement (Non-Employee Directors)]


 






     


     


    

 


RESTRICTED STOCK UNIT AGREEMENT

UNDER THE

Snap One Holdings Corp.

2021 EQUITY INCENTIVE PLAN


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject
to the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and the Snap One Holdings
Corp. 2021 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), the Company and
the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.


 


1.            Grant
of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the
Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded,
unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to
the Participant under this Restricted Stock Unit Agreement by providing the Participant with a new grant notice, which may also include
any terms and conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all
rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted
Stock Units.


 


2.            Vesting.
Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest as provided in the Grant Notice.


 


3.            Settlement
of Restricted Stock Units. Subject to any effective election under the Company’s Directors Deferral Plan, as may be amended
from time to time (the “Deferral Plan Election”), The Company will deliver to the Participant, without charge, as
soon as reasonably practicable (and, in any event, within two and one-half months) following the applicable vesting date, one share of
Common Stock for each Restricted Stock Unit (as adjusted under the Plan, as applicable) which becomes vested hereunder and such vested
Restricted Stock Unit shall be cancelled upon such delivery. The Company shall either (a) deliver, or cause to be delivered, to
the Participant a certificate or certificates therefor, registered in the Participant’s name or (b) cause such shares of Common
Stock to be credited to the Participant’s account at the third party plan administrator. To the extent a Deferral Plan Election
is in place, settlement of the Restricted Stock Units shall be governed by the Deferral Plan Election. Notwithstanding anything in this
Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock
as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions
of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.


 


4.            Treatment
of Restricted Stock Units Upon Termination. The provisions of Section 8(c)(ii) of the Plan are incorporated herein by reference
and made a part hereof; provided, however, that in the case of a Termination as a result of the Participant’s death,
unvested Restricted Stock Units will remain outstanding for one (1) month following the date of such Termination, but shall be eligible
to vest only to the extent the Committee determines, during such one (1) month period, to accelerate the vesting of such unvested
Restricted Stock Units, and if the Committee fails to make such determination, the unvested Restricted Stock Units will terminate without
further action at the end of such period.


 






     


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5.            Company;
Participant.


 


(a)         The
term “Company” as used in this Restricted Stock Unit Agreement with reference to service shall include the Company and its
Subsidiaries.


 


(b)         Whenever
the word “Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where the provision
should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units
may be transferred in accordance with Section 12(b) of the Plan, the word “Participant” shall be deemed to include
such person or person.


 


6.           Non-Transferability.
The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section 12(b) of
the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented
thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or
right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no
further effect.


 


7.            Rights
as Shareholder. Subject to any dividend equivalent payments to be provided to the Participant in accordance with the Grant Notice
and Section 12(c)(iii) of the Plan, the Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights
as a shareholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until the Participant shall
have become the holder of record or the beneficial owner of such share of Common Stock, and no adjustment shall be made for dividends
or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the
Participant shall become the holder of record or the beneficial owner thereof.


 


8.            Tax
Withholding. The provisions of Section 12(d) of the Plan are incorporated herein by reference and made a part hereof. Notwithstanding
the foregoing, the Participant acknowledges and agrees that to the extent consistent with applicable law and the Participant’s
status as an independent consultant for U.S. federal income tax purposes, the Company does not intend to withhold any amounts as federal
income tax withholdings under any other state or federal laws, and the Participant hereby agrees to make adequate provision for any sums
required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection
with the grant and/or vesting of Restricted Stock Units.


 






     


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9.            Notice.
Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be
in writing, which may include by electronic mail, and shall be mailed to or delivered to the party for whom it is intended at such address
as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided
that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall
be mailed or delivered to the Company at its principal executive office, to the attention of the Company’s General Counsel or its
designee, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed
to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above,
all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted
or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from
time to time.


 


10.          No
Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as a
director or other service provider to the Company.


 


11.          Binding
Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties
hereto.


 


12.          Waiver
and Amendments. Except as otherwise set forth in Section 11 of the Plan, any waiver, alteration, amendment or modification of
any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided,
however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee.
No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent
occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 


13.          Clawback/Forfeiture.
Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental
Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (a) canceling the Restricted
Stock Units, or (b) requiring that the Participant forfeit any gain realized upon the disposition of any shares of Common Stock
received in respect of the Restricted Stock Units, and repay such gain to the Company. In addition, if the Participant receives any amount
in excess of what the Participant should have received under the terms of this Restricted Stock Unit Agreement for any reason (including
without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant
shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be
subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.


 






     


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14.          Governing
Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware,
without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement,
the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted
Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the
courts of Delaware.


 


15.          Plan.
The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms
and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement (including the Grant Notice), the Plan shall govern
and control.


 


16.          Section 409A.
It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term
deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue
Service thereunder.


 


17.          Imposition
of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the
Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it
is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings
that may be necessary to accomplish the foregoing.


 


18.          Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 


19.          Entire
Agreement. This Restricted Stock Unit Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties hereto
in respect of the subject matter contained herein and supersede all prior agreements and understandings of the parties, oral and written,
with respect to such subject matter.