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 the
participant under the Plan (the “Participant”) the number of shares of the
Company’s common stock (the “Common Stock”) set forth below (the “Award”).  This Award is subject to all of the terms and
conditions as set forth in this Restricted Stock Grant Notice (the “Grant
Notice”), the Restricted Stock Agreement, and the Plan, all of which are
attached 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

  



Additional
Terms/Acknowledgements:
The undersigned Participant acknowledges receipt of, and understands and agrees
to the terms and conditions of this Grant Notice, the Restricted Stock
Agreement, and the Plan.  Participant
further acknowledges that as of the Date of Grant, this Grant Notice, the
Restricted Stock Agreement and the Plan set forth the entire understanding
between Participant and the Company regarding the acquisition of stock in the
Company and supersede all prior oral and written agreements relating thereto,
with the exception of other awards previously granted and delivered to
Participant under the Plan.


	
  DTS, Inc.

  	
   

  	
  Participant:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 









 



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 Incentive
Plan (the “Plan”), which provides for awards of restricted stock to the Company’s
Employees, Consultants and Directors; and


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


WHEREAS, in order to provide Participant incentive to continue in the
employ 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 of
the 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 and
conditions of the Plan.


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


1.             Definitions


Capitalized terms not explicitly defined in this Agreement but defined
in 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 the
Restricted Stock Grant Notice (the “Grant Notice”) and this Agreement
(collectively, the “Award Agreement”) an Award covering the number of shares of
Common Stock indicated in the Grant Notice (the “Shares”) and hereby issues the
Shares to Participant.


3.             Agreement to Accept Shares


Participant hereby agrees to accept from the Company, and the Company
hereby 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 as
follows:


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









 



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


5.             Vesting


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


6.             Securities Law Compliance


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


7.             Right of Reacquisition


In the event of the Termination of Participant’s service as an Employee
or Director of, or a Consultant to, the Company, the Company shall have a right
to reacquire (the “Reacquisition Rights”) the Shares that have not yet vested
in accordance with the Vesting Schedule in the Grant Notice (the “Unvested
Shares”).  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 the
Company agrees to waive its Reacquisition Rights to any or all of the Unvested
Shares.  Any such waiver shall be
exercised by the Company by written notice to Participant or his or her
representative (with a copy to the escrow agent, broker or other person who can
control the transferability of the Shares) within 30 days after Participant’s
Termination.  If the Company does not
waive its Reacquisition Rights to any or all of the Unvested Shares, the escrow
agent, broker, etc., shall be notified accordingly and instructed to return or
otherwise credit the Company for the Unvested Shares.


8.             Corporate Transactions


In the event of a Fundamental Transaction or Change in Control pursuant
to Section 10.3 or Section 10.4 of the Plan, the Reacquisition Rights may be
assigned by the Company to the successor of the Company (or such successor’s
parent company), if any, in connection with such corporate transaction.  To the extent the Reacquisition Rights remain
in effect following such corporate transaction, such rights shall apply to the
new capital stock or other property received in exchange for the Common Stock
in consummation of the corporate transaction, but only to the extent the Common
Stock was at the time covered by such rights.


9.             Escrow of Unvested Shares


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









 



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


10.          Rights as
Stockholder


Subject to the provisions of this Agreement (most specifically that
Participant may not dispose of, encumber, or otherwise convert to gain any
Unvested Shares), Participant shall exercise all rights and privileges of a
stockholder of the Company with respect to the Shares, regardless of whether
vested or unvested.  Participant shall be
deemed to be the holder of the Shares for purposes of receiving any dividends
that may be paid with respect to such Shares and for purposes of exercising any
voting rights relating to such Shares, even if some or all of the Shares have
not yet vested and been released from the Company’s Reacquisition Rights.


11.          Limitations
on Transfer


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


12.          Restrictive
Legends


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


13.          Award not a
Service Contract


The Award Agreement is not an employment or service contract, and
nothing in the Award Agreement shall be deemed to create in any way whatsoever
any obligation on the Company or an Affiliate to continue Participant’s
employment 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 to
continue any relationship that Participant may have as an Employee or Director
of, or a Consultant to, the Company or an Affiliate.


14.          Withholding
Obligations


14.1.       Participant
understands and agrees that Participant is solely responsible for any and all
federal, state, local and foreign tax withholding obligations in connection
with the Award.  Participant further
agrees 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 Reacquisition
Rights relating to the Shares subject to the Award.


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









 



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


14.3.       Unless
and 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 the
transfer, alienation, etc. of, any of the Shares.


15.          Section
83(b) Election


Participant understands that Section 83(a) of the Code taxes as
ordinary income the difference between the amount paid for the Shares and the
fair market value of the Shares as of the date any restrictions on the Shares
lapse.  In this context, “restriction”
means the Reacquisition Rights of the Company pursuant to Section 7 of this
Agreement.  Despite the fact that it
might be unusual to make the following election in the circumstances of this
Agreement (because of the significant taxes potentially due in the year of the
election as described below), Participant understands that Participant may
elect to be taxed at the time the Shares are granted, rather than when and as
the 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 from
the date the Shares were granted.  A form
of such election is attached hereto as Attachment III.  The difference between the fair market value
of the Shares at the time of the execution of this Agreement and the amount
Participant is paying for the Shares, if any, makes it unlikely that
Participant will choose to make an 83(b) Election, as such election would
require that Participant pay taxes on that difference at the time the Shares
are purchased.  However, the 83(b)
Election must be made if Participant wishes to avoid additional income under
Section 83(a) in the future. 
Accordingly, Participant understands the decision to file or not file
such an election has potentially dramatic tax consequences, and if the decision
is made to file such an election it must be filed in a timely.  Elections which are filed late can never be
effective.  Participant further
understands that an additional copy of such election form should be filed with
his or her federal income tax return for the calendar year in which the date of
this Agreement falls.  Participant
acknowledges that the foregoing is only a summary of the effect of United
States federal income taxation with respect to purchase of the Shares
hereunder, and does not purport to be complete. 
Participant further acknowledges that the Company has directed
Participant to seek independent advice regarding the applicable provisions of
the Code, the income tax laws of any municipality, state or foreign country in
which Participant may reside, the tax consequences of Participant’s death and
the decision as to whether or not to file an 83(b) Election in connection with
the acquisition of the Shares.


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


16.          Representations


Participant has reviewed with his or her own tax advisors the
federal, state, local and foreign tax consequences relating to the Award and
the transactions contemplated by the Award Agreement.  Participant is relying solely on such
advisors and not on any statements or representations of the Company or any of
its agents.  Participant understands that
he or she (and not the Company) shall be responsible for any tax liability that
may arise as a result of the Award or the transactions contemplated by the
Award Agreement.









 



17.          Data Privacy Consent


Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Participant’s
personal data as described in this document by and among, as applicable, the
Company and its Affiliates for the exclusive purpose of implementing,
administering and managing Participant’s participation in the Plan.  Participant understands that the Company and
its 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 the
Company, details of all options or any other entitlement to shares of stock
awarded, canceled, purchased, exercised, vested, unvested or outstanding in
Participant’s favor for the purpose of implementing, managing and administering
the Plan (“Data”).  Participant
understands that the Data may be transferred to any third parties assisting in
the implementation, administration and management of the Plan, that these
recipients may be located in Participant’s country or elsewhere and that the
recipient country may have different data privacy laws and protections than
Participant’s country.  Participant
understands that he or she may request a list with the names and addresses of
any potential recipients of the Data by contacting the Secretary of the
Company.  Participant authorizes the
recipients to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the purposes of implementing, administering and managing
Participant’s participation in the Plan, including any requisite transfer of
such Data, as may be required to a broker or other third party with whom
Participant may elect to deposit any shares acquired under the Plan.  Participant understands that Data will be
held only as long as is necessary to implement, administer and manage
participation in the Plan.  Participant
understands that he or she may, at any time, view Data, request additional
information about the storage and processing of the Data, require any necessary
amendments to the Data or refuse or withdraw the consents herein, in any case
without cost, by contacting the Secretary of the Company in writing.  Participant understands that refusing or
withdrawing consent may affect Participant’s ability to participate in the
Plan.  For more information on the
consequences of refusing to consent or withdrawing consent, Participant
understands that he or she may contact the Secretary of the Company.


18.          Acknowledgment


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


19.          Notices


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









 



20.          Survival of Terms


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


21.          Failure to
Enforce not a Waiver


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


22.          Amendments


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


23.          Authority of
the Committee


The Committee shall have full authority to interpret and construe the
terms of the Award Agreement.  The
determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.


24.          Miscellaneous


24.1.       The
rights and obligations of the Company under the Award Agreement shall be
transferable to any one or more persons or entities, and all covenants and agreements
hereunder shall inure to the benefit of, and be enforceable by the Company’s
successors and assigns.


24.2.       Participant agrees upon request to execute
any further documents or instruments necessary or desirable in the sole
determination of the Company to carry out the purposes or intent of the Award
Agreement.


24.3.       Participant acknowledges and agrees that he
or she has reviewed the Award Agreement in its entirety, has had an opportunity
to obtain the advice of counsel prior to executing and accepting the Award
Agreement and fully understands all provisions of the Award Agreement.


24.4.       If Participant has received this or any other
document related to the Plan translated into a language other than English and
if the translated version is different than the English version, the English
version will control.


24.5.       The Award Agreement may be signed in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.


25.          Governing
Plan Document


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









 



final
all decisions or interpretations of the Committee upon any questions arising
under the Award Agreement.


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.


	
  DTS, Inc.

  	
   

  	
  Participant:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
						



 


 


 


[SIGNATURE PAGE TO RESTRICTED STOCK
AGREEMENT]