Exhibit10.76**RETIREMENT AND SALARY CONTINUATION AGREEMENT**This Agreement affects an agreeable termination in connection with retirement of the employmentrelationship between Mr. W. Gary Suttle (“MR. SUTTLE”) and ROCKFORD CORPORATION (“EMPLOYER”), aswell as resolution of any claims, known and unknown, now existing between the parties. The terms ofthis agreement are as follows:1. **Release.**MR. SUTTLE has retired and is released from full time employment effective February28, 2007 (hereinafter referred to as “the release date”). However, he will remain onEMPLOYER’s payroll as an employee for the remainder of February 2007 and for 24 months afterFebruary 2007, ending February 28, 2009, subject to earlier termination under Section 2.gbelow (the “Salary Continuation Period”),.2. **Payment**. Upon execution of this Agreement, and in consideration for each of the terms of thisAgreement, EMPLOYER will provide MR. SUTTLE with the following: a. MR. SUTTLE will be paid salary continuation during the SalaryContinuation Period. These payments will be made in equal installments on abi-weekly basis beginning March 9, 2007. MR. SUTTLE will continue to be paidon EMPLOYER’s payroll until the end of the 24-month salary continuationperiod.  b. EMPLOYER will pay to MR. SUTTLE, by check on the next payrollimmediately following the release date, the cash value of any vacation timeMR. SUTTLE has accrued to the release date.  c. MR. SUTTLE’s Short and Long Term Disability plan eligibilitywill end on the release date as directed by plan guidelines.  d. MR. SUTTLE will continue to be eligible to participate inEMPLOYER’S health care benefits during the Salary Continuation Period, withnormal deductions from his salary continuation payments at the rate applicableto all employees and subject to further continuation of those benefits as setforth in COBRA for an additional 18 months if MR. SUTTLE elects to do so.  e. MR. SUTTLE will agree to continue to submit to all employeerestrictions regarding transactions in EMPLOYER stock and/or stock options asapplicable under the stock option plans and grant agreements between EMPLOYERand MR. SUTTLE. MR. SUTTLE’s stock options will expire either 30 days afterthe end of the Salary Continuation Period or on the day of the end of theSalary Continuation Period, depending on their respective grant dates, unlessMR. SUTTLE elects to exercise them. All unvested stock options will fully vesteffective February 28, 2007 subject to the execution of this Agreement.  f. MR. SUTTLE may continue to make contributions to his 401(k)plan until the end of the salary continuation period.
 

 
 g. MR. SUTTLE is free to secure other employment elsewhere atany time after the date or release. However, the Salary Continuation Periodwill end and payments will stop effective on the hire date should he secureemployment with a company that as of the date of this Agreement was a directcompetitor or major supplier of EMPLOYER. MR. SUTTLE will advise EMPLOYER ofaccepting employment within 5 days of such acceptance.  h. MR. SUTTLE will retain the notebook computer and accessoriesthat were provided to him by EMPLOYER following the deletion of anysensitive, confidential, or proprietary information by EMPLOYER’s ITDepartment.  i. MR. SUTTLE will remain as a member of the Board of Directorsuntil the end of his current term, but will not stand for re-election. Hewill continue to be covered by the Company’s D&O Insurance and his existingindemnification agreement will continue in effect throughout the term andafter the term of his service as a director3. **Confidentiality**. MR. SUTTLE agrees to hold in confidence and not to disclose to otherswithout the prior written consent of EMPLOYER, any and all technical information, economicinformation, sales and marketing information, data, specifications, know-how, processinformation and methods of business relating to EMPLOYER or its future plans that wasdisclosed to MR. SUTTLE either directly or indirectly, orally or in writing, or by inspectionof equipment, material and/or procedures used at any EMPLOYER facility, including but notlimited to blueprints, drawings and designs.4. **Releases and Covenant Not to Sue.**Except as to any dispute arising out of the performance ofthis Agreement, MR. SUTTLE agrees that he will not initiate or cause to be initiated againstEMPLOYER (or any of its agents, servants, elected officials or any person or entity acting by,through, under or in concern with it) (collectively referred to as “Released Parties”) anylawsuit, compliance review, action, grievance proceeding or appeal, investigation orproceeding of any kind, or participate in same, individually or as a representative or amember of a class, under any contract (express or implied) law or regulation (federal, stateor local), pertaining or in any way related to his employment with EMPLOYER. Except as toany dispute arising out of the performance of this Agreement, EMPLOYER agrees that, pursuantto this Agreement, it releases and forever discharges MR. SUTTLE from any and all claims,demands, damages, causes of action, and any liability whatsoever on account of or in anymanner arising out of MR. SUTTLE’S employment by EMPLOYER or termination of such employment5. **Release of Damages.**Except as to any dispute arising out of the performance of thisAgreement, MR. SUTTLE agrees that, pursuant to this Agreement, he releases and foreverdischarges Released Parties from any and all claims, demands, damages, causes of action, andany liability whatsoever on account of or in any manner arising out of MR. SUTTLE’S employmentby EMPLOYER or termination of such employment with Released Parties. By way of example only,and without limiting this release, MR. SUTTLE releases the Releasees from any cause of action,right, claim or liability under the Age Discrimination in Employment Act, Title VII of the1964 Civil Rights Act, as amended, the Fair Labor Standards Act, the United States Constitution or Arizona
 

 
  Constitution, the Arizona Civil Rights Act, and any other equal employment opportunity lawor statute, any common law claim including wrongful discharge, imply or express contract,the covenant of good faith and fair dealing, or any other claim in tort or contract arisingunder the law.6. **Bar.**MR. SUTTLE and EMPLOYER each agree that this Agreement may be pleaded as a complete barto any action or suit by the other before any court or administrative body, with respect toany claim under federal, state or other law relating to MR. SUTTLE’S employment by EMPLOYER ortermination of such employment.7. **Indemnification.**MR. SUTTLE and EMPLOYER each agree (as an “indemnitor”) to indemnify andhold the other harmless from any and against all loss, costs, damages or expenses, includingwithout limitation, attorney’s fees, arising out of indemnitor’s breach of this Agreement orthe fact that any representation made by indemnitor herein was false when made.8. **References.**MR. SUTTLE agrees to inform all prospective employers that requests forreferences will be directed in writing to Rockford’s Chairman of the Board of Directors.9. **Confidentiality of Salary continuation Agreement.**MR. SUTTLE and EMPLOYER each agree to keepboth the existence and terms of this Agreement completely confidential, and to not disclosethe contents of this Agreement to anyone except their respective attorneys, accountants andspouses, unless required to do so by law. Because of Rockford’s public company status and Mr.Suttle’s position as Principal Executive Officer, MR. SUTTLE acknowledges that disclosure maybe required under applicable securities laws and consents to such disclosure to the extentEMPLOYER’S counsel advised EMPLOYER that it is necessary.10. **Non-Disparagement**. MR. SUTTLE and EMPLOYER each agree to not engage in oral or writtencomments of a disparaging nature regarding the other, to any third party, including, withoutlimitation, their own or the other’s employers, employees, officers, directors, contractors,customers or any other person related to their respective employment or business.11. **Denial of Liability.**No provision of this Agreement shall be construed as an admission by MR.SUTTLE or EMPLOYER of improper conduct, omissions or liability.12. **Notice of Time for Reflection and Waiver.**MR. SUTTLE acknowledges that he has fully discussedall aspects of this Agreement with his advisor. MR. SUTTLE agrees that he has carefully readand fully understands all of the provisions of this Agreement and that he is voluntarilyentering into this Agreement. MR. SUTTLE is advised that, prior to waiving claims he may haveunder the Age Discrimination Act, he may take up to forty-five (45) days to consider thisAgreement before signing, and he may revoke this Agreement within seven (7) days after hesigns this Agreement. In the event this agreement is signed prior the expiration of 45 days,MR. SUTTLE acknowledges that he voluntarily and knowingly agrees to waive his entitlement totake 45 days to consider this agreement for the purpose of expediting the settlement. MR.SUTTLE is encouraged to seek the advice of an advisor.13. **Complete Agreement.**This Agreement sets forth the entire Agreement between the partieshereto.
 

 
14. **Choice of Law.**This Agreement shall be construed, enforced, and governed by the laws of theState of Arizona, without regard to its conflicts of law principles.15. **Severability.**Should any provision of this Agreement be declared or determined by the Courtto be illegal or invalid, the validity of the remaining parts, terms or provisions shall notbe affected thereby and said illegal part, term or provision shall be deemed not to be a partof this Agreement.   DATE March 16, 2007 /s/ W. Gary Suttle     W. GARY SUTTLE   DATE: March 16, 2007 ROCKFORD CORPORATION        By /s/ Jerry Goldress          JERRY GOLDRESS, CHAIRMAN OF THE BOARDSigned before me by W. GARY SUTTLE, known to me, on this 16th day of March, 2007.Witness /s/Sandra K. Weeks (Arizona NotaryPublic)                    DATE:3/16/2007