SRS LABS, INC. AMENDED AND RESTATED CHANGE IN CONTROL PROTECTION PLAN (also functioning as a Summary Plan Description) As Amended and Restatedon August 3, 2009

(iii)                               a description of any additional information or material necessary to perfect the claimant’s claim, and an explanation of why such material or information is necessary; and

(iv)                              a copy of the appeals procedures under the Plan and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following an adverse determination of the claimant’s claim.

If the claimant’s claim has been denied, and the claimant wishes to submit his or her request for a review of his or her claim, the claimant must follow the following Claims Review Procedure:

1.                                       Upon the denial of his or her claim for benefits, the claimant may file his or her request for review of his or her claim, in writing, with the Plan Administrator or claims processor;

2.                                       The claimant must file the claim for review not later than sixty (60) days after he or she has received written notification of the denial of his or her claim for benefits.

3.                                       The claimant has the right to review and obtain copies of all relevant documents relating to the denial of his or her claim and to submit any issues and comments, in writing, to the Plan Administrator;

4.                                       If the claimant’s claim is denied, the Plan Administrator must provide the claimant with written notice of this denial within sixty (60) days after the Plan Administrator’s receipt of the claimant’s written claim for review.  There may be times when this 60-day period may be extended.  This extension may only be made, however, where there are special circumstances which are communicated to the claimant in writing within the 60-day period.  If there is an extension, a decision will be made as soon as possible, but not later than one hundred and twenty (120) days after receipt by the Plan Administrator of the claimant’s claim for review; and

5.                                       The Plan Administrator’s decision regarding the claimant’s claim for review will be communicated to the claimant in writing, and if the claimant’s claim for review is denied in whole or part, the decision will include:

(B)                                the specific reason or reasons for the denial;

(C)                                specific references to the pertinent provisions of the Plan on which the decision was based;

(D)                               a statement that the claimant may receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and

10

(E)                                 a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

8.                                      Plan Administration

(a)                                 Discretion

The Plan Administrator is responsible for the general administration and management of the Plan and shall have all powers and duties that the Plan Administrator, in its sole discretion, deems necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply the Plan and to determine all questions relating to eligibility for benefits.  The Plan Administrator and all Plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole and absolute discretion, and to make any findings of fact needed in the administration of the Plan.  The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.

(b)                                 Finality of Determinations

Unless arbitrary and capricious, all actions taken and all determinations by the Plan Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest in or under the Plan.  To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter.

(c)                                  Drafting Errors

If, due to errors in drafting, any provision of the Plan or any Participation Agreement does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent (by the Sponsor or the Plan Administrator, as the case may be), or as determined by the Plan Administrator in its sole and absolute discretion, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the sole and absolute discretion of the Plan Administrator (but with regard to the intent of the Sponsor as settlor).

(d)                                 Scope

This Section may not be invoked by any person to require the Plan to be interpreted in a manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries.

11

9.                                      Costs, Indemnification, and Reimbursement for Litigation Expenses

(a)                                 All costs of administering the Plan and providing Plan benefits will be paid by the Company.

(b)                                 To the extent permitted by applicable law and in addition to any other indemnities or insurance provided by the Company, the Company shall indemnify and hold harmless its (and its affiliates’) current and former officers, directors, employees, and agents against all expenses, liabilities, and claims (including legal fees incurred to defend against such liabilities and claims) arising out of their discharge in good faith of their administrative and fiduciary responsibilities with respect to the Plan.  Expenses and liabilities arising out of willful misconduct will not be covered under this indemnity.

(c)                                  In the event that, at any time on or after the date three (3) months before a Change in Control, a Participant substantially prevails over the Company or any successor to its interests in any dispute that arises between the Participant and the Company with respect to the terms or interpretation of the Plan, whether instituted by formal legal proceeding or otherwise (including any action that the Participant takes to enforce the terms of his or her Participation Agreement or to defend against any action taken by the Company), the Company shall reimburse the Participant for all costs and expenses, include reasonable attorney’s fees, arising from such dispute, proceedings, or actions.  Such reimbursement will however be subject to proof of such costs.

10.                               Plan Amendment and Termination; Limitation on Employee Rights; Conditions of Receipt of Benefits

(a)                                 Sponsor May Amend or Terminate the Plan

The Sponsor, acting through its Board of Directors or its delegate, has the right in its sole and absolute discretion to amend the Plan, to extend its term, or to terminate the Plan, prospectively.

(b)                                 Application of Amendment or Termination of the Plan

Notwithstanding the foregoing, any amendment or termination of the Plan that occurs within the three-month period before a Change in Control, in connection with a Change in Control, or within two years after a Change in Control shall only apply to those Participants:

(i)                                     who consent individually and in writing to the amendment or termination; or

(ii)                                  whose vested Change in Control Benefits, or rights under the Plan to become entitled to the Change in Control Benefits set forth in his or her Participation Agreement are not adversely affected by such amendment or termination.

12

Any decision or interpretation that is made either after a Change in Control or pursuant to this subparagraph (b) shall be subject to judicial review under a de novo standard, and not under the arbitrary and capricious standard that is generally intended to apply (and shall apply) to all other Plan determinations and interpretations.

(c)                                  No Right to Continued Employment

This Plan shall not give any employee the right to be retained in the service of the Company, and shall not interfere with or restrict the right of the Company to terminate or retire the employee for any lawful reason.

11.                               Plan Funding

The Company shall pay any Change in Control Benefits from its general assets.  Notwithstanding the foregoing, in the event of a Change in Control, the Company shall establish and fund an irrevocable grantor (a/k/a rabbi) trust from which all Change in Control Benefits shall be paid.  The agreement which shall be used to establish such trust is attached hereto as Exhibit B.

12.                               Governing Law

This Plan is a welfare plan subject to ERISA, and it shall be interpreted, administered, and enforced in accordance with that law.  To the extent that state law is applicable, the statutes and common law of the State of Delaware (excluding its choice of laws principles) shall apply.

13.                               Miscellaneous

Where the context so indicates, the singular will include the plural and vice versa.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.  Unless the context clearly indicates to the contrary, a reference to a statute or document shall be construed as referring to any subsequently enacted, adopted, or executed counterpart.

14.                               Other Information

(a)                                 Type of Plan

This is a welfare plan.

(b)                                 Addresses, etc.

The Company’s address, telephone number, and employer identification number are as follows:

SRS Labs, Inc.

2909 Daimler Street

Santa Ana, California  92705

Attention: Chair, Compensation Committee of the Board of Directors

Telephone: 949 ###-###-####

EIN: 33-0714264

13

The Plan’s Plan Year is as follows:

Plan Year:                                           Calendar

The address for the Plan Administrator shall be the address of the Company set forth above.

(c)                                  Agent for Service of Legal Process

The Plan Administrator is the Plan’s agent for service of legal process.

(d)                                 Funding

The Plan is funded out of the Company’s general assets.

(e)                                  Plan Amendment or Termination

The Sponsor has reserved the right to amend and terminate the Plan as set forth in Section 10 herein.

(f)                                    Statement of ERISA Rights

As a participant in this Plan, you are entitled to certain rights and protections under a federal law called the Employee Retirement Income Security Act of 1974 (as noted above, “ERISA”).  ERISA provides that all plan participants shall be entitled to:

·                                          Examine, without charge, at the Plan Administrator’s office and other specified locations, all documents governing the Plan, including insurance contracts, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor.

·                                          Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.

·                                          Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

In addition to creating rights for Plan participants ERISA imposes duties on the people who are responsible for the operation of this Plan. The people who operate this Plan are called “fiduciaries,” and have a duty to operate this Plan prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your

14

employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part, you must receive a written explanation of the reason for this denial. You have the right to have the Plan Administrator review and reconsider your claim, as described elsewhere in this Summary Plan Description. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request certain materials required to be furnished by the Plan and do not receive them within 30 days, or if you have any other claim with respect to the Plan, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials you have requested and that you be paid up to $110 a day until you receive them, unless the materials were not sent because of reasons beyond the Plan Administrator’s control.  If you have a claim for benefits which is denied or ignored, in whole or in part, you should file a claim under the Plan’s claims procedures or you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay the court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that you should have used the Plan’s claims procedures or that your claim is frivolous.   If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.  You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration or by visiting its website (http://www.dol.gov/ebsa/).

(g)                                 Whom to Call for Additional Information

If you have any questions, please contact the Plan Administrator.

15

Exhibit A/Version 1

(Persons with Employment/

Severance Agreements)

SRS LABS, INC.

AMENDED AND RESTATED

CHANGE IN CONTROL PROTECTION PLAN

Participation Agreement

WHEREAS, SRS Labs, Inc. (the “Company”) sponsors and maintains the SRS Labs, Inc. Amended and Restated Change in Control Protection Plan (the “Plan”), and has executed this agreement (the “Participation Agreement”) in order to offer                                (the “Officer”) the opportunity to participate in the Plan;

WHEREAS, the Officer has received a copy of the Plan (which also serves as its summary plan description); and

WHEREAS, the parties acknowledge that capitalized terms not defined in this Participation Agreement shall have the meaning assigned to them in the Plan; and

WHEREAS, the Officer understands that participation in the Plan requires that the Participant to agree irrevocably to the terms of the Plan and the terms set forth below; and

WHEREAS, the Employee has had the opportunity to carefully evaluate this opportunity, and desires to become a “Participant” in the Plan under the conditions set forth herein.

NOW, THEREFORE, the parties hereby AGREE as follows:

1.                                       If the Officer incurs a Covered Termination while the Plan is in effect and the Officer has satisfied all other conditions precedent to collecting benefits under the Plan, the Officer shall within sixty (60) days thereafter (subject to Section 5 of the Plan and to Section 2 of this Participation Agreement) receive the following benefits (the “Change in Control Benefits”):

(i)                                     A lump sum payment in cash equal to          times the Officer’s “base amount.”  The term “base amount” refers to (A) the Officer’s base salary in effect immediately preceding the Change in Control; plus (B) the Officer’s cash bonus and cash commissions paid by the Company (before deductions for taxes and other withholdings) during the last completed calendar year immediately preceding the year in which a Change in Control occurred.  The base amount shall not include perquisites, allowances, per diem payments, stock options or other equity compensation or fringe benefits.

(ii)                                  In the event Officer elects COBRA continuation coverage on a timely basis, and makes the premium payments therefor, the Company’s shall promptly reimburse the Officer for such premiums for the Officer’s COBRA coverage for a period of              (    ) months following the Officer’s Covered Termination.

Each of the Officer’s benefits provided under this Section shall be subject to any reduction or withholding required or permitted under the Plan.

2.                                       Notwithstanding Section 1 of this Participation Agreement, the Officer shall not receive the Change in Control Benefits set forth in Section 1 above if the Officer is entitled to collect severance-related benefits (the “Contract Benefits”) pursuant to a separate written employment agreement or severance agreement that the Officer has entered into with the Company or any of its affiliates, unless the Officer waives any and all Contract Benefits in writing within five business days after the Covered Termination.  If the Officer waives the Contract Benefits, the Officer shall become entitled to receive the Change in Control Benefits in accordance with the terms and conditions of the Plan and this Participation Agreement.

3.

(a)  In consideration of becoming eligible to receive the benefits provided under the terms and conditions of the Plan, the Officer hereby waives any and all rights, benefits, and privileges (other than the Contract Benefits defined in Section 2 above) to which the Officer is or would otherwise be entitled to receive under any plan, program, or arrangement under which the Company or any of its affiliates provides severance benefits (excluding any retirement plan, stock option or other equity-based plan or agreement, or other plan that is not a “welfare plan” within the meaning of ERISA).

(b)  Subject to Section 2 of this Participation Agreement, the Officer’s collection of the Change in Control Benefits pursuant to this Participation Agreement shall be absolutely contingent on the Officer’s agreement in the Release (i) to waive any and all rights (including, but not limited to, any Contract Benefits) under any employment agreement or severance agreement that the Officer has entered into with the Company or any of its affiliates, and (ii) that all such agreements shall be terminated and become null and void upon the Officer’s collection of any portion of the Change in Control Benefits.  The terms of the Release will be open for acceptance for a period of 21 days, during which time you may consider whether or not to accept the Release.

4.                                       The Officer understands that the waiver set forth in Section 3(a) above is irrevocable for so long as this Participation Agreement is in effect.  The Officer further understands that this Participation Agreement and the Plan set forth the entire agreement between the parties with respect to any subject matter covered herein.

5.                                       This Participation Agreement shall terminate, and the Officer’s status as a “Participant” in the Plan shall end, on the first to occur of (i) if before a Change in Control occurs, the Officer’s termination of employment with the Company and its affiliates, (ii) if

2

after a Change in Control occurs, the Officer’s termination of employment for a reason other than a “Covered Termination” as defined in Section 3(b)(i) of the Plan, (iii) the date two years after a Change in Control, and (iv) if before a Change in Control occurs, the date twelve (12) months after the Company provides the Officer with written notice that this Participation Agreement is being terminated by the Company in its discretion as employer and Sponsor.

6.                                       The Officer agrees that this Participation Agreement shall supersede in its entirety any prior Participation Agreement executed by the Officer under the Plan.  The Officer hereby consents to the amendment and restatement of the Plan in August 2009, and agrees to be bound by all of the terms and conditions of the Plan, as amended and restated.

7.                                       The Officer recognizes and agrees that execution of this Participation Agreement results in enrollment and participation in the Plan, agrees to be bound by the terms and conditions of the Plan and this Participation Agreement, and understands that this Participation Agreement may not be amended or modified except pursuant to Section 10 of the Plan.  The Officer further agrees that to the extent there is any conflict or ambiguity between the Plan and the Participation Agreement, the Plan prevails.

ACCEPTED AND AGREED TO this                  day of                             , 20      .

3

Exhibit A/Version 2

(Persons without severance

Agreements)

SRS LABS, INC.

AMENDED AND RESTATED

CHANGE IN CONTROL PROTECTION PLAN

Participation Agreement

WHEREAS, SRS Labs, Inc. (the “Company”) sponsors and maintains the SRS Labs, Inc. Amended and Restated Change in Control Protection Plan (the “Plan”), and has executed this agreement (the “Participation Agreement”) in order to offer                                (the “Employee”) the opportunity to participate in the Plan;

WHEREAS, the Employee has received a copy of the Plan (which also serves as its summary plan description); and

WHEREAS, the parties acknowledge that capitalized terms not defined in this Participation Agreement shall have the meaning assigned to them in the Plan; and

WHEREAS, the Employee understands that participation in the Plan requires that the Employee agree irrevocably to the terms of the Plan and the terms set forth below; and

WHEREAS, the Employee has had the opportunity to carefully evaluate this opportunity, and desires to become a “Participant” in the Plan under the conditions set forth herein.

NOW, THEREFORE, the parties hereby AGREE as follows:

1.                                       If the Employee incurs a Covered Termination while the Plan is in effect, the Employee shall within sixty (60) days thereafter (but subject to Section 5 of the Plan) receive a lump sum payment in cash (the “Change in Control Benefits”) equal to          times the Employee’s “base amount” as determined by the Administrator, subject to any reduction or withholding required or permitted under the Plan.  The term “base amount” refers to (A) the Employee’s base salary in effect immediately preceding the Change in Control; plus (B) the Employee’s cash bonus and cash commissions paid by the Company (before deductions for taxes and other withholdings) during the last completed calendar year immediately preceding the year in which a Change in Control occurred.  The base amount shall not include perquisites, allowances, per diem payments, stock options or other equity compensation or fringe benefits.  In addition, in the event Employee elects COBRA continuation coverage on a timely basis, and makes the premium payments therefor, the Company shall reimburse Employee’s premiums payable for such COBRA coverage for a period of                (    ) months following the Employee’s Covered Termination.  All of the Employee’s benefits provided under this Section shall be subject to any reduction or withholding that is required or permitted under the Plan.

2.                                       In consideration of becoming eligible to receive the benefits provided under the terms and conditions of the Plan, the Employee hereby waives any and all rights, benefits, and privileges to which the Employee is or would otherwise be entitled to receive under —

(a)                                  any employment agreement or severance agreement that the Employee has entered into with the Company or any of its affiliates; and

(b)                                 any plan, program, or arrangement under which the Company or any of its affiliates provides severance benefits (excluding any retirement plan, stock option or other equity-based plan or agreement, or other plan that is not a “welfare plan” within the meaning of ERISA).

3.                                       The Employee understands that the waiver set forth in Section 2 above is irrevocable for so long as this Participation Agreement is in effect, and that this Participation Agreement and the Plan set forth the entire agreement between the parties with respect to any subject matter covered herein.

4.                                       This Participation Agreement shall terminate, and the Employee’s status as a “Participant” in the Plan shall end, on the first to occur of (i) if before a Change in Control occurs, the Employee’s termination of employment with the Company and its affiliates, (ii) if after a Change in Control occurs, the Employee’s termination of employment for a reason other than a “Covered Termination” as defined in Section 3(b)(i) of the Plan, (iii) the date two years after a Change in Control, and (iv) if before a Change in Control occurs, the date twelve (12) months after the Company provides the Employee with written notice that this Participation Agreement is being terminated by the Company in its discretion as employer and Sponsor.

5.                                       The Employee agrees that this Participation Agreement shall supersede in its entirety any prior Participation Agreement executed by Employee under the Plan.  The Employee hereby consents to the amendment and restatement of the Plan in August 2009, and agrees to be bound by all of the terms and conditions of the Plan, as amended and restated.

6.                                       The Employee recognizes and agrees that execution of this Participation Agreement results in enrollment and participation in the Plan, agrees to be bound by the terms and conditions of the Plan and this Participation Agreement, and understands that this Participation Agreement may not be amended or modified except pursuant to Section 10 of the Plan.  The Employee further agrees that to the extent there is any conflict or ambiguity between the Plan and the Participation Agreement, the Plan prevails.

2

ACCEPTED AND AGREED TO this                  day of                             , 20      .

3

Exhibit B

SRS LABS, INC.

GRANTOR TRUST AGREEMENT

PREAMBLE.  This Grantor Trust Agreement (the “Trust Agreement”) made this            day of                       , 20        (the “Effective Date”), by and between SRS Labs, Inc. and any successor to its interest (the “Company”) as creator and grantor, and                                      as trust (the “Trustee”).

WHEREAS, the Company has adopted the SRS Labs, Inc. Amended and Restated Change in Control Protection Plan attached as Exhibit A (the “Plan”) under which the Company has current or potential liability to individuals (the “Beneficiaries”) who are either Participants in the Plan or are the designated beneficiary for any benefits payable under the Plan in the event of the death of an individual who is a participant in the Plan;