**Exhibit 10.11**

**SRSLABS, INC.2006 STOCK INCENTIVE PLAN**

**Restricted Share Unit AwardAgreement**

You are hereby awardedRestricted Share Units (the “RSUs”) subject to the terms and conditionsset forth in this Restricted Share Unit Award Agreement (“Award Agreement”),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 AwardAgreement, including your tax alternatives and their consequences.

By executing this AwardAgreement, you agree to be bound by all of the Plan’s terms and conditions asif they had been set out verbatim below. In addition, you recognize and agree that all determinations,interpretations, or other actions respecting the Plan and this Award Agreementwill be made by the Board of Directors (the “Board”) of SRS Labs, Inc.(the “Company”), or any Committee appointed by the Board to administerthe Plan, and shall (in the absence of manifest bad faith or fraud) be final,conclusive and binding upon all parties, including you, your heirs andrepresentatives.  Capitalized terms aredefined in the Plan or in this Award Agreement.

1.             **Specific Terms**. Your RSUs have the following terms:
| Name of Participant                                  |       |             |       |                                         |
|------------------------------------------------------|------------|------------------|------------|----------------------------------------------|
|                                                 |       |             |       |                                         |
| Number of  Restricted Share  Units 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 |   | o Allowed  in accordance with Section 8(g) of the Plan, with the above vesting schedule  to apply to the Deferred Share Units (“DSUs”) that are credited (but with  100% vesting for DSUs that are attributable to dividends on the underlying  Shares. o Not allowed. |
|--------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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2.             **AcceleratedVesting; Change in Corporate Control**.  To the extent you have not previously vestedin your rights with respect to this Award, 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;

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

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

3.             **Termination of Continuous Service**.  This Award shall be canceled and becomeautomatically null and void immediately after termination of your ContinuousService for any reason, but only to the extent you have not become vested,pursuant to the foregoing terms, on or at the time your Continuous Serviceends.

4.             **Satisfaction of Vesting Restrictions**.  No Shares will be issued before you completethe requirements that are necessary for you to vest in the Shares underlyingyour RSUs.  As soon as practicable afterthe later of (i) the date on which your RSUs vest in whole or in part or (ii)the distribution date or dates set forth in your deferral election, the Companywill issue to you or your duly-authorized transferee, free from vestingrestrictions (but subject to such legends as the Company determines to beappropriate), one Share for each vested RSU or DSU, as the case may be.  Fractional shares will not be issued, andcash will be paid in lieu thereof.  Certificatesshall not be delivered to you unless you have made arrangements satisfactory tothe Committee to satisfy tax-withholding obligations.

5.             **Investment Purposes**. By executing this Award, yourepresent and warrant to the Company that any Shares issued to you pursuant toyour RSUs will be for investment for your own account and not with a view to,for resale in connection with, or with an intent of participating directly orindirectly in, any distribution of such Shares within the meaning of theSecurities Act of 1933, as amended.

6.             **Dividends**.  WhenShares are issued to you or your duly-authorized transferee pursuant to thevesting of the Shares underlying your Restricted Share Units, you or yourduly-authorized transferee shall also be entitled to receive, with respect toeach Share issued, 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 issued, and (ii) a number of Shares equalto the Shares that the Participant could have purchased at Fair Market Value onthe payment date of any cash dividends for Shares if the Participant hadreceived such cash dividends between its Grant Date and its settlementdate.  To the extent that your ContinuousService ends before vesting of the shares, you will forfeit all dividends(whether paid in cash or in stock) attributable to all such shares.

7.             **Section 83(b) Election Notice**.  If you would like to make an election underSection 83(b) of the Internal Revenue Code of 1986, as amended, with respect tothe Shares underlying your RSUs (a “Section 83(b) Election”), you must providethe Company with a written notice of your intention

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tomake such an election within 10 days after your receipt of this Award.  After receiving written notice of yourintention to make a Section 83(b) Election, the Committee may in its discretionconvert your RSUs into Restricted Shares, on a one-for-one basis, in fullsatisfaction of this Award Agreement. Within 30 days following the issuance ofRestricted Shares pursuant to such conversion, you may then make a Section83(b) Election with respect to those Restricted Shares.  Exhibit B contains a suggested form ofSection 83(b) Election. Upon making a Section 83(b) Election with respect tothe those Restricted Shares, you agree to provide the Company with a copy ofthat Section 83(b) Election. Any Restricted Shares issued to you pursuant tothis Section shall (i) bear such legends as the Company determines to beappropriate until all vesting restrictions lapse and certificates are issued toyou pursuant to Section 4 of this Award and (ii) not be eligible for deferralpursuant to Section 1 above.

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 the this Award and any underlying 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 Transfer of Award**. Your rights under thisAward Agreement may not be sold, pledged, or otherwise transferred without theprior written consent of the Committee.

10.           **Conditionson Issuance of Shares; Transfer Restrictions**.  Notwithstanding any other provision of thePlan or of this Award Agreement: (i) the Committee may condition your receiptof Shares on your execution 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 until the first day of theseventh month following the termination of your Continuous Service.

11.           **IncomeTaxes and Deferred Compensation**. You are solely responsible and liable for the satisfaction of all taxesand penalties that may arise in connection with this Award (including any taxesarising under Section 409A of the Code), and the Company shall not have anyobligation to indemnify or otherwise hold you harmless from any or all of suchtaxes.  The Committee has the discretionto unilaterally modify this Award in a manner that (i) conforms with therequirements of Section 409A of the Code, (ii) that voids any election of yoursto the extent it would violate Section 409A of the Code, and (iii) for anydistribution election that would violate Section 409A of the Code, to makedistributions pursuant to the Award at the earliest to occur of a distributionevent that is allowable under Section 409A of the Code or any distributionevent that is both allowable under Section 409A of the Code and is elected byyou, subject to any valid second election to defer, provided that the Committeepermits second elections to defer in accordance with Section409A(a)(4)(C).  The Committee shall havethe sole discretion to interpret the requirements of the Code, includingSection 409A, for purposes of the Plan and this Award Agreement.

12.           **Notices**.  Any notice or communication required orpermitted by any provision of this Award Agreement to be given to you shall bein writing and shall be delivered electronically,  personally, or sent by certified mail, returnreceipt requested, addressed to you at the last address

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thatthe Company had for you on its records. Each party may, from time to time, by notice to the other party hereto,specify a new address for delivery 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.           **BindingEffect**.  Except asotherwise provided in this Award Agreement or in the Plan, every covenant,term, and provision of this Award Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective heirs, legatees, legalrepresentatives, 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 ormaterially affects your 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 by theparties 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.           **PlanGoverns**.  By signing thisAward Agreement, you acknowledge that you have received a copy of the Plan andthat your Award Agreement is subject to all the provisions contained in thePlan, the provisions of which are made a part of this Award Agreement and yourAward is subject to all interpretations, amendments, rules and regulationswhich from time to time may be 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.           **Nota Contract of Employment**. By executing this Award Agreement you acknowledge and agree that (i) anyperson who is terminated before full vesting of an award, such as the onegranted to you by this Award, could claim that he or she was terminated topreclude vesting; (ii) you promise never to make such a claim; (iii) nothing inthis Award Agreement or the Plan confers on you any right to continue anemployment, service or consulting relationship with the Company, nor shall itaffect in any way your right or the rights of the Company, 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.           **GoverningLaw**.  The laws of theState of Delaware shall govern the validity of this Award Agreement, theconstruction of its terms, and the interpretation of the rights and duties ofthe parties hereto.

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BY YOUR SIGNATURE BELOW, along with the signature of the Company’srepresentative, you and the Company agree that the RSUs hereby awarded underand governed by the terms and conditions of this Award Agreement 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**

**PlanDocument**

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**EXHIBIT B**

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

**Section83(b) Election Form**

Attached is anInternal Revenue Code Section 83(b) Election Form.  **IF YOU WISH TO MAKE ASECTION 83(B) ELECTION, YOU MUST  MAKEYOUR ELECTION WITHIN 30 DAYSFOLLOWING THE ISSUANCE OF THE RESTRICTED SHARES COVERED BY THE ELECTION.** In order to make the election, you must completely fill out the attached formand file one copy with the Internal Revenue Service office where you file yourtax return.  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 RevenueService.  A Section 83(b) electionnormally cannot be revoked.

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

**Election to Include Value of Restricted Shares inGross Incomein Year of Transfer Under Internal Revenue Code Section 83(b)**

Pursuantto Section 83(b) of the Internal Revenue Code, I hereby elect within 30 daysafter receiving the property described herein to be taxed immediately on itsvalue 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.                                   The Restricted Shareswere transferred to me on                                     , 20     .  This election relates to the 20       calendar taxable year.

4.                                   The Restricted Sharesare 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 ShareUnit Award Agreement (“Award Agreement”) or other Award Agreement orPlan provisions. 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 theRestricted Shares 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 $        pershare.

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:                          , 200   .
|        |     |   |
|--------|----------|--------|
|   | Taxpayer |   |

 

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**EXHIBIT C**

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

**Designationof Beneficiary**

Inconnection with Awards granted pursuant to the Company’s 2006 Stock IncentivePlan (the “Plan”), I hereby designate the person specified below as thebeneficiary upon my death of my interest in Awards as defined in the Plan.  This designation shall remain in effect untilrevoked in writing by me.
|   | Name of Beneficiary: |   |   |
|--------|----------------------|--------|--------|
|   |                 |   |   |
|   | Address:             |   |   |
|   |                 |   |   |
|   |                 |   |   |
|   |                 |   |   |
|   |                 |   |   |
|   |                 |   |   |
|   |                 |   |   |
|   | Social Security No.: |   |   |

 

Thisbeneficiary designation relates to any and all of my rights under the followingAward or Awards:

o                  any Award that I have received orever receive under the Plan.

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

Iunderstand that this designation operates to entitle the above-namedbeneficiary, in the event of my death, to any and all of my rights under theAward(s) designated above from the date this form is delivered to the Companyuntil such date as this designation is revoked in writing by me, including bydelivery to the Company of a written designation of beneficiary executed by meon 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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