**Exhibit10.10**

**SRS LABS, INC.**

**2006 STOCK INCENTIVE PLAN**

**Restricted Share Award Agreement**

 

You are herebyawarded Restricted Shares subject to the terms and conditions set forth in thisRestricted Share Award Agreement (“Award Agreement” or “Award”),and in the SRS Labs, Inc. 2006 Stock Incentive Plan (the “Plan”), whichis attached as Exhibit A.  Youshould carefully review these documents, and consult with your personalfinancial advisor, in order to fully understand the implications of this Award,including your tax alternatives and their consequences.

By executing thisAward Agreement, you agree to be bound by all of the Plan’s terms andconditions as if they had been set out verbatim below.  In addition, you recognize and agree that alldeterminations, interpretations, or other actions respecting the Plan and thisAward Agreement will be made by the Board of Directors (the “Board”) ofSRS Labs, Inc. (the “Company”), or any Committee appointed by the Boardto administer the Plan, and shall (in the absence of manifest bad faith orfraud) be final, conclusive and binding upon all parties, including you, yourheirs, and representatives.  Capitalizedterms are defined in the Plan or in this Award Agreement.

1.             **SpecificTerms. **Your RestrictedShares have the following terms:
| Name of Participant                        |   |            |   |   |
|--------------------------------------------|--------|-----------------|--------|--------|
|                                       |   |            |   |   |
| Number of Shares  Subject to Award         |   |            |   |   |
|                                       |   |            |   |   |
| Purchase Price  per  Share (if applicable) |   | Not applicable. |   |   |
|                                       |   |            |   |   |
| Award Date                                 |   |            |   |   |

 
| **Vesting**              | ** ** | **Vesting Date** | ** ** | **Amount of Shares  Vested on Vesting Date** |
|--------------------------|------------|------------------|------------|----------------------------------------------|
|      |       |             |       |                                         |
|      |       |             |       |                                         |
|      |       |             |       |                                         |
|      |       |             |       |                                         |

 
| Deferral Elections  |   |  ̈  Allowed in accordance with Section 8(g) of the Plan.   ̈  Not allowed.  |
|---------------------|--------|------------------------------------------------------------------------------------------|
|                |   |                                                                                     |
| Lifetime  Transfers |   |  ̈  Allowed in accordance with Section 12(b) of the Plan.   ̈  Not allowed. |

2.             **Accelerated Vesting; Change inCorporate Control.**  Tothe extent you have not previously vested in your rights with respect to thisAward, your Award will become –

o                       %vested if your Continuous Service ends due to your death or “disability” withinthe meaning of Section 409A of the Code;

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o                       %vested if your Continuous Service ends due to your retirement at or after youhave attained the age of       and completed at least       full years of Continuous Service;

o                       %if your Continuous Service ends due to an Involuntary Termination that occurswithin the one year period following a Change in Control.

3.             **Dividends.  **When Shares are released to you or yourduly-authorized transferee pursuant to the vesting of the Shares, you or yourduly-authorized transferee shall also be entitled to receive, with respect toeach Share released, a number of Shares equal to the sum of (i) any stockdividends, which were declared and paid to the holders of Shares between theGrant Date and the date such Share is released from the vesting restrictions,and (ii) a number of Shares equal to the Shares that the Participant could havepurchased at Fair Market Value on the payment date of any cash dividends forShares if the Participant had received such cash dividends between its GrantDate and its settlement date.  To theextent that your Continuous Service ends before vesting of the Shares, you willforfeit all dividends (whether paid in cash or in stock) attributable to allsuch shares.

4.             **Investment Purposes.**  By executing this Award, you acknowledge thatyou are receiving and will be holding your Restricted Shares for investmentpurposes only for your own account, and not with a view to, for resale inconnection with, or with an intent of participating directly or indirectly in,any distribution of such Shares within the meaning of the Securities Act of1933, as amended.

5.             **Issuance of Restricted Shares.**  Until all vesting restrictions lapse, anycertificates that you receive for Restricted Shares will include a legendstating that they are subject to the restrictions set forth in the Plan andthis Award Agreement.  The certificates evidencing suchRestricted Shares that will be issued will bear the following legend that shallremain in place and effective until all other vesting restrictions lapse andnew certificates are issued:

“The sale or other transfer of the Stockrepresented by this certificate, whether voluntary, involuntary, or byoperation of law, is subject to certain restrictions on transfer set forth inthe SRS Labs, Inc. 2006 Stock Incentive Plan, and in any rules andadministrative procedures adopted pursuant to such Plan and in a related AwardAgreement.  A copy of the Plan, suchrules and procedures and such Award Agreement may be obtained from theSecretary of SRS Labs, Inc.”

6.             **Unvested Restricted Shares.**  The Company will hold all Restricted Sharesin escrow until vesting occurs.  You willbe reflected as the owner of record on the Company’s books and records of anyShares issued pursuant to this Award Agreement. The Company will hold the stockcertificates for safekeeping until such Shares have become vested andnon-forfeitable.  You must deliver to theCompany, as soon as practicable after the date any Shares are issued, a stockpower, endorsed in blank, with respect to any such Shares. If you forfeit anyShares, the stock power will be used to return the certificates for theforfeited Shares to the transfer agent for cancellation.  As the owner of record of any RestrictedShares you qualify to receive pursuant to this Award Agreement, you will beentitled to all rights of a stockholder of the Company, including the right tovote Shares;

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subject, however, to the provisions of Section 3hereof with respect to any cash or stock dividends that are paid between thedate of this Award and your receipt of shares pursuant to a vesting event,subject in each case to the treatment of the Award upon termination ofemployment before the particular record date for determining stockholders ofrecord entitled to the payment of the dividend or distribution.  To the extent such a dividend is paid instock, such stock shall be subject to the same restrictions contained inSection 1.

7.             **Section 83(b) Election Notice. **If you make an election under Section83(b) of the Internal Revenue Code of 1986, as amended, with respect to theShares underlying your Restricted Shares (a “Section 83(b) election”),you agree to provide a copy of such election to the Company within 10 daysafter filing that election with the Internal Revenue Service.  Exhibit B contains a suggested form ofSection 83(b) election.

8.             **Designation of Beneficiary**.  Notwithstanding anything to the contrarycontained herein or in the Plan, following the execution of this AwardAgreement, you may expressly designate a beneficiary (the “Beneficiary”)to your interest, if any, in this Award and any underling Shares.  You shall designate the Beneficiary bycompleting and executing a designation of beneficiary agreement substantiallyin the form attached hereto as Exhibit C (the “Designation ofBeneficiary”) and delivering an executed copy of the Designation ofBeneficiary to the Company.

9.             **Restrictions on Transferof Award**. If lifetime transfers are allowed under Section 1,your rights under this Award Agreement may not be sold, pledged, or otherwisetransferred without the prior written consent of the Committee. Notwithstanding the foregoing, the Participant may transfer the RestrictedShares that are subject to this Award (i) by instrument to an inter vivos ortestamentary trust (or other entity) in which each beneficiary is a permissiblegift recipient, as such is set forth in subsection (ii) of this Section, or(ii) by gift to charitable institutions or by gift or transfer forconsideration to any of the following relatives of the Participant (or to aninter vivos trust, testamentary trust or other entity primarily for the benefitof the following relatives of the Participant): any child, stepchild,grandchild, parent, stepparent, grandparent, spouse, former spouse, domesticpartner, sibling, niece, nephew, mother-in-law,father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,and shall include adoptive relationships.  Any transferee of theParticipant’s rights shall succeed and be subject to all of the terms of thisAward Agreement and the Plan.

10.           **Conditions on Issuance ofShares; Transfer Restrictions**. Notwithstanding any other provision of the Plan or of this AwardAgreement: (i) the Committee may condition your receipt of Shares on yourexecution of a shareholder agreement imposing terms  generally applicable to othersimilarly-situated employee-shareholders; and (ii) any Shares issued pursuantto this Award Agreement shall be non-transferable except in accordance withSection 9 above, until the first day of the seventh month following thetermination of your Continuous Service.

11.           **Taxes****.**  Bysigning this Award Agreement, you acknowledge that you are solely responsibleand liable for the satisfaction of all taxes and penalties that may arise inconnection with this Award (including any taxes arising under Section 409A ofthe Code), and the Company shall not have any obligation to indemnify orotherwise hold you harmless from any or all of such taxes or penalties.

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The Committee shall have the sole discretion tointerpret the requirements of the Code, including Section 409A, for purposes ofthe Plan and this Award Agreement.

12.           **Notices****.**  Anynotice or communication required or permitted by any provision of this AwardAgreement to be given to you shall be in writing and shall be deliveredelectronically, personally, or sent by certified mail, return receiptrequested, addressed to you at the last address that the Company had for you onits records.  Each party may, from timeto time, by notice to the other party hereto, specify a new address fordelivery of notices relating to this Award Agreement.  Any such notice shall be deemed to be givenas of the date such notice is personally delivered or properly mailed.

13.           **Binding Effect.**  Except as otherwise provided in this AwardAgreement or in the Plan, every covenant, term, and provision of this AwardAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective heirs, legatees, legal representatives, successors,transferees, and assigns.

14.   **        Modifications**.  This Award Agreement may be modified oramended at any time, in accordance with Section 15 of the Plan and providedthat you must consent in writing to any modification that adversely andmaterially affects any rights or obligations under this Award Agreement (withsuch an effect being presumed to arise from a modification that would trigger aviolation of Section 409A of the Code).

15.   **        Headings.**  Section and other headings contained in thisAward Agreement are for reference purposes only and are not intended todescribe, interpret, define or limit the scope or intent of this AwardAgreement or any provision hereof.

16.           **Severability.**  Every provision of this Award Agreement andof the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegalityor invalidity shall not affect the validity or legality of the remaining termsof this Award Agreement.

17.           **Counterparts. **This Award Agreement may be executed bythe parties hereto in separate counterparts, each of which when so executed anddelivered shall be an original, but all such counterparts shall togetherconstitute one and the same instrument.

18.           **Plan Governs. **By signing this Award Agreement, you acknowledgethat you have received a copy of the Plan and that your Award Agreement issubject to all the provisions contained in the Plan, the provisions of whichare made a part of this Award Agreement and your Award is subject to allinterpretations, amendments, rules and regulations which from time to time maybe promulgated and adopted pursuant to the Plan.  In the event of a conflict between theprovisions of this Award Agreement and those of the Plan, the provisions of thePlan shall control.

19.           **Not a Contract of Employment**.  By executing this Award Agreement youacknowledge and agree that (i) any person who is terminated before full vestingof an award, such as the one granted to you by this Award, could claim that heor she was terminated to preclude vesting; (ii) you promise never to make sucha claim; (iii) nothing in this Award Agreement or the Plan confers on

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you any right to continuean employment, service or consulting relationship with the Company, nor shallit affect in any way your right or the Company’s right to terminate youremployment, service, or consulting relationship at any time, with or withoutCause; and (iv) the Company would not have granted this Award to you but forthese acknowledgements and agreements.

20.           **Governing Law.**  The laws of the State of Delaware shallgovern the validity of this Award Agreement, the construction of its terms, andthe interpretation of the rights and duties of the parties hereto.

BY YOUR SIGNATURE BELOW, along with the signature ofthe Company’s representative, you and the Company agree that the RestrictedShares are awarded under and governed by the terms and conditions of this AwardAgreement and the Plan.

 
|            |   | **SRS  LABS, INC.**                                                                |
|------------|--------|------------------------------------------------------------------------------------|
| ** ** |   | ** **                                                                         |
|       |   | By:                                                                                |   |   |
|       |   |                                                                               |
|       |   | Name:                                                                              |   |   |
|       |   |                                                                               |
|       |   | Title:                                                                             |   |   |
|       |   |                                                                               |
| ** ** |   | **PARTICIPANT**                                                                    |
| ** ** |   | ** **                                                                         |
|       |   | The undersigned  Participant hereby accepts the terms of this  Award and the Plan. |
|       |   |                                                                               |
|       |   | By:                                                                                |   |   |
|       |   |                                                                               |
|       |   | Name of  Participant:                                                              |   |   |
|            |        |                                                                                    |  |  |  |  |  |  |  |  |

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**EXHIBIT A**

 

**SRS LABS, INC.2006 STOCK INCENTIVE PLAN**

**Plan Document**

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**EXHIBIT B**

 

**SRS LABS, INC.**

**2006 STOCK INCENTIVE PLAN**

**Section 83(b) Election Form**

Attachedis an Internal Revenue Code Section 83(b) Election Form.  **IF YOU WISH TO MAKE ASECTION 83(B) ELECTION, YOU MUST  MAKEYOUR ELECTION WITHIN 30 DAYS FOLLOWING THE ISSUANCE OF THE RESTRICTED SHARESCOVERED BY THE ELECTION.**  Inorder to make the election, you must completely fill out the attached form andfile one copy with the Internal Revenue Service office where you file your taxreturn.  In addition, one copy of thestatement also must be submitted with your income tax return for the taxableyear in which you make this election. Finally, you also must submit a copy of the election form to the Companywithin 10 days after filing that election with the Internal Revenue Service.  A Section 83(b) election normally cannot berevoked.

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**SRS LABS, INC.**

**2006 STOCK INCENTIVE PLAN**

**Election to Include Value ofRestricted Shares in Gross Incomein Year of Transfer Under Internal Revenue Code Section 83(b)**

Pursuant to Section 83(b) of the Internal RevenueCode, I hereby elect within 30 days after receiving the property describedherein to be taxed immediately on its value specified in item 5 below.

1.                                       MyGeneral Information:

| Name:                  |   |   |
|------------------------|--------|--------|
| Address:               |   |   |
|                   |   |   |
| S.S.N.                 |   |   |
| or T.I.N.:   |   |   |

 

2.                                       Descriptionof the property with respect to which I am making this election:

                                    shares of                            stock of SRS Labs, Inc. (the “Restricted Shares”).

3.                                       TheRestricted Shares were transferred to me on                                   , 20    .  This election relates to the 20        calendar taxable year.

4.                                       TheRestricted Shares are subject to the following restrictions:

The RestrictedShares are forfeitable until they are earned in accordance with Section 1 ofthe SRS Labs, Inc. 2006 Stock Incentive Plan (“Plan”) Restricted SharesAward Agreement (“Award Agreement”) or other Award Agreement or Planprovisions. The Restricted Shares generally are not transferable until myinterest becomes vested and nonforfeitable, pursuant to the Award Agreement andthe Plan.

5.                                       Fairmarket value:

The fair marketvalue at the time of transfer (determined without regard to any restrictionsother than restrictions which by their terms never will lapse) of the RestrictedShares with respect to which I am making this election is $          per share.

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6.             Amountpaid for Restricted Shares:

The amount I paidfor the Restricted Shares is $        per share.

7.             Furnishingstatement to employer:

A copy of thisstatement has been furnished to my employer,                             .  If the transferor of the Restricted Shares isnot my employer, that entity also has been furnished with a copy of thisstatement.

8.             AwardAgreement or Plan not affected:

Nothing containedherein shall be held to change any of the terms or conditions of the AwardAgreement or the Plan.
| Dated:                                , 20    . |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                            |
|                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                            | Taxpayer |   |

 

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**EXHIBIT C**

 

**SRS LABS, INC.**

**2006 STOCK INCENTIVE PLAN**

**Designation of Beneficiary**

In connection with Awards granted pursuant to thePlan, I hereby designate the person specified below as the beneficiary upon mydeath of my interest in Awards as defined in the Company’s 2006 Stock IncentivePlan (the “Plan”).  This designationshall remain in effect until revoked in writing by me.

| Name of Beneficiary: |   |   |
|----------------------|--------|--------|
|                 |   |   |
| Address:             |   |   |
|                 |   |   |
|                 |   |   |
|                 |   |   |
| Social Security No.: |   |   |

 

This beneficiary designation relates to any and all ofmy rights under the following Award or Awards:

o                  any Award that Ihave received or ever receive under the Plan.

o                  the                          Award that I received pursuant to an award agreement dated                       ,         between myself and the Company.

I understand that this designation operates to entitlethe above-named beneficiary, in the event of my death, to any and all ofmy rights under the Award(s) designated above from the date this form isdelivered to the Company until such date as this designation is revoked inwriting by me, including by delivery to the Company of a written designation ofbeneficiary executed by me on a later date.
| Date:                |   |         |
|----------------------|--------|--------------|
|                 |   |         |
|                 |   |         |
| By:                  |   |         |
|                 |   | (Signature)  |
|                 |   |         |
| Name of Participant: |   |         |
|                 |   | (Print Name) |

 
| Sworn to before me this                                                                                                                                                                                  |   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|         day  of                     ,  20     |   |   |
|                                                                                                                                                                                                     |   |   |
| Notary Public                                                                                                                                                                                            |   |   |
| County of                                                                                                                                                                                           |   |   |
| State of                                                                                                                                                                                            |   |   |

 

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