**Exhibit 10.80****Non-Compete and Change in Control Agreement**This Agreement is between the individual named on the signature page of this Agreement(“Executive”) and Rockford Corporation, an Arizona corporation, (“Rockford”). Executive andRockford agree as follows:1 **Background and Purpose** 1.1 Executive’s Position.  Executive is currently a member of Rockford’ssenior management team, with the title identified on the signature page of thisAgreement.  1.2 Confidential Information.  Executive has access to confidentialinformation that might be of substantial help to Rockford’s competitors, includinginformation that could harm Rockford if used to compete with Rockford.  1.3 Potential Change of Control.  Rockford is a public company and thisposition subjects Executive to significant risks associated with a change of controlat Rockford. Subject to the limitations in this Agreement, Rockford desires toprotect Executive from such risks.  1.4 Non-compete and Non-Disclosure.  Rockford also desires to secureExecutive’s promise not to disclose confidential information and not to compete withRockford for a reasonable period after any termination of Executive’s employment.  1.5 Definitions.  In this agreement, the following terms have themeanings given below: (a) *Benefits Date*is the date Executive becomes entitled toreceive Severance Benefits because an event occurs that satisfies theconditions stated in Section 2.1.  (b) *Business Reason*exists if any of the following occur: (1) Executive acts with personal dishonesty,related to Executive’s responsibilities to Rockford, that results inExecutive’s substantial and unjust personal enrichment,  (2) Executive is charged with committing afelony, other offense involving moral turpitude, or other offensethat is injurious to Rockford or its reputation, and the Board findsthat such charge has consequences for Rockford that create a BusinessReason,
 

 
 (3) Executive’s willful or gross misconduct isinjurious to Rockford or its reputation,  (4) Executive substantially breachesExecutive’s obligations and duties as a member of Rockford’s seniormanagement, or under any agreement with Rockford, and fails tocorrect the breach after reasonable notice from Rockford. (c) *Change of Control*means any merger, consolidation, sale ofassets or other similar transaction or series of transactions involvingRockford, but excluding any transaction if (1) Rockford’s shareholders immediately beforethe transaction or series of transactions continue to own a majorityof the combined voting power of the entity that survives thetransaction, or  (2) Rockford directors who (a) were Rockford directorsimmediately before the transaction or series of transaction;and  (b) continue to serve on theboard of directors of the surviving entityconstitute a majority of the directors of that entity for not lessthan one year after the transaction. (d) *Competitive Business*means a business that manufactures ordistributes mobile audio products that are competitive with the productsRockford (directly or through any division or subsidiary) manufactures ordistributes during the term of Executive’s employment at Rockford.  (e) *Confidential Information*means trade secrets and otherproprietary information that (1) is not generally known to the public,  (2) Rockford has used, developed, or obtained,and  (3) relates to Rockford’s business or thebusiness of any Rockford customer or supplier.Confidential Information includes, but is not limited to, informationcontained in or about:
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 ○ Products or services,  ○ Fees, costs and pricing structure,  ○ Designs, drawings, and photographs,  ○ Analyses, formulae, and reports,  ○ Computer software, including operating systems, applications, databases, program listings, flow charts, manuals and documentation;  ○ Accounting and business methods,  ○ Inventions and new developments and methods, whether patentable or not and whether reduced to practice or not,  ○ Copyrightable works,  ○ Customers and customer lists, and  ○ all similar and related information in whatever form.Confidential Information excludes information that is or was ○ Rightfully known by Executive before Rockford employed Executive,  ○ Publicly available through no fault or action of Executive, or  ○ Published in a form generally available to the public through no fault or action of Executive. (f) *Good Reason*exists if any of the following occur withoutExecutive’s consent and the notice and cure conditions stated below aresatisfied: (1) Rockford substantially reduces Executive’soverall scope of duties, authorities and responsibilities. Executiveacknowledges that a new position in a larger combined company is nota reduction if it is in the same area of operations and involves asimilar scope of management responsibility, even if the formalposition is less senior within the larger combined company,  (2) Rockford requires that Executive materiallychange Executive’ s place of employment. A change is not material ifit involves a move of 50 miles or less from Executive’s currentbusiness location, or  (3) Rockford materially reduces Executive’sbase salary, except that it is not a material reduction in any yearif (a) Executive’s base salaryafter the reduction is equal to or greater than the averageof Executive’s base
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   salary in the 3 years before the reduction minus 10percent; or (b) a reduction in Executive’sbase salary that is consistent with a general reduction ofpay across Rockford’s senior management as a group due topoor financial performance or failure to meet financialobjectives.Good Reason exists only if: (x) Executive provides Rockford notice that atleast one of the conditions described in this Section (f) existswithin 90 days after the condition arises; and  (y) Rockford has a period of not less than 30days nor more than 60 days to remedy the condition and Rockford doesnot do so; and  (z) Executive elects to terminate Executive’semployment at Rockford within 10 days after Rockford’s period to curethe condition expires. (g) *Rockford*means Rockford Corporation and any division,subsidiary, joint venture, or other business entity that Rockford ownsdirectly or indirectly.  (h) *Severance Benefits*has the meaning given in Section 2.2.2 **Change in Control Benefits**. 2.1 Right to Benefits.  If, while this Agreement is in force: (a) Executive is an employee on the date of a Change of Controlat Rockford, and  (b) Within one year after the Change of Control, either (1) Rockford terminates Executive’s employmentwithout a Business Reason, or  (2) Executive terminates Executive’s employmentwith Good Reason
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then Executive will receive the Severance Benefits. For purposes of thisAgreement, termination of employment means separation from service as defined underSection 409A of the Code and regulations hereunder. 2.2 Severance Benefits.  If the conditions in Section 2.1 are satisfiedthen Executive will receive the following Severance Benefits: (a) Payment of the larger of (1) Executive’s annual base salary and bonus asof the date of the Change of Control, or  (2) Executive’s annual base salary and bonus asof the Benefits Date times the multiple stated on the signature pageof this Agreement.For purposes of this Section 2.2(a), the amount of Executive’s bonus willbe computed based on the average of the highest 2 bonuses paid toExecutive during the 3 full years before Benefits Date (for example, ifExecutive’s bonuses in the 3 years before the Benefits Date were $30,000,$10,000, and $50,000, then Executive’s bonus under this agreement is$40,000). (b) Payment of Executive’s vacation accrued through the BenefitsDate,  (c) Rockford will allow Executive to exercise all of the stockoptions Rockford has granted to Executive that are vested as of the BenefitsDate in accordance with the terms of the stock option plan and the stockoption grant given to Executive. In addition, to the extent Executive electsto be paid Executive’s base salary in accordance with Rockford’s ordinarypayroll policies, Rockford will permit Executive’s stock options to vestduring the period when Rockford is paying the base salary component ofExecutive’s Severance Benefits; provided that such options cannot be exercisedlater than the latest date in which they were otherwise exercisable under anycircumstances, or the 10th anniversary of the original date ofgrant, if earlier. (This treatment will not require that Rockford permitExecutive to participate in any other Rockford benefit programs), and  (d) If required by COBRA, and only to the extent Executive electsunder applicable COBRA procedures, continuation of Executive’s group healthbenefits under Rockford’s standard health benefit plans as of the BenefitsDate until the earlier of:
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 (1) the expiration of the period required byCOBRA (generally 18 months, but may be longer if required by COBRA);or  (2) the date Executive becomes eligible to becovered under a group health plan of another employer.Rockford will reimburse Executive for the cost of Executive’s group healthbenefits during this period. 2.3 Exclusivity.  The Severance Benefits are exclusive. If there is aChange of Control and the conditions in Section 2.1 are satisfied, Rockford’s soleobligation to Executive is to pay the Severance Benefits. Executive acknowledges thatExecutive is not entitled to any other benefits, compensation or other payments orrights upon termination and Executive releases all claims against Rockford relating toany termination under the conditions stated in Section 2.1.  2.4 Payment and Withholding.   (a) At Executive’s option, documented as described below,Rockford will pay the base salary component of Executive’s Severance Benefitseither: (1) beginning on the 1st payrollperiod after Executive’s termination of employment in accordance withRockford’s ordinary payroll policies over the period such paymentswould be made at Executive’s base salary in the year before theChange of Control event (for example, if the multiple is two timesbase salary, such payments would be made over a two-year period), or  (2) any balance in a lump sum payable on thefirst day of any month elected by the Executive within the paymentperiod described in (a), above.An election under this Section 2.4(a) will be made when this Agreement isexecuted. Executive may change the election in the manner specified byRockford, but it will be effective only if made not less than six monthsbefore a Change of Control. (b) The election under Section 2.4(a) is not available withrespect to any amount that is subject to Section 409A. However, prior to aChange of Control, in accordance with transition rules under Section 409A,Executive may elect whether to receive any Severance Benefits that are basedon base salary and subject to Section 409A in a lump sum or as salarycontinuation. Such
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   election, if made in 2007, will be valid for terminations occurring in2008 or afterwards, and any election made in 2008 will be valid for anyterminations occurring in 2009 and afterwards. Any additional electionmade after 2008 for amounts subject to Section 409A will be made in thetime and manner required under Section 409A. (c) Absent an election under either Section 2.4(a) or 2.4(b),benefits will be paid under Section 2.4(a)(1).  (d) Rockford will compute and pay the bonus component ofExecutive’s Severance Benefits set forth in Section 2.2(a) at the time itcomputes and pays annual bonuses to its executive team, which will be duringthe period of January 1 through March 15 of the year after the year for whichthe current year bonus is earned, However, if the multiple set forth in thisAgreement is 2 or more, one-half of the bonus amount will be paid during theperiod set forth in the previous sentence, and one-half will be paid duringthe period of January 1 through March 15 of the year following the firstpayment.  (e) All payments of Severance Benefits are subject to withholdingfor applicable taxes.3 **Other Terms of Employment**. 3.1 Agreement not Exclusive.  This Agreement governs only Executive’srights to Severance Benefits if the conditions in Section 2.1 are satisfied and theother matters specifically addressed elsewhere in this Agreement. Other terms ofExecutive’s employment are governed by Rockford’s employee manual and generalemployment policies. Except for the express obligations stated in this Agreement,this Agreement does not change the terms of Rockford’s employment of Executive.  3.2 Employment is At-Will.  In particular, Rockford and Executiveacknowledge that Executive’s employment is and will continue to be at-will, as definedunder applicable law. Either Rockford or Executive may terminate this Agreement andExecutive’s employment at any time for any reason by giving written notice oftermination.  3.3 No General Severance Rights.  This Agreement does not establish ageneral right to severance benefits. If Executive’s employment ends for any reasonother than the occurrence of a Benefits Date, Executive will receive only the paymentsand benefits due under Rockford’s employee plans and policies as in effect at the timeof termination and will not receive any Severance Benefits under this Agreement.
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 3.4 Other Agreements.  Executive has signed the agreements and documentsrelating to Executive’s employment at Rockford identified on the signature page tothis Agreement. These documents discuss other terms of Executive’s employment atRockford. If there is any conflict between this Agreement and the other documents,this Agreement will control.4 **Executive’s Obligations**. 4.1 Non-Competition and Non-Solicitation.  During the term of Executive’semployment at Rockford (including any period when Executive is treated as an employeeunder Rockford’s stock option plans and Section 2.2(c)), and for one year after anytermination of Executive’s employment at Rockford, Executive will not: (a) Engage in, plan for, organize, work for, or assist, directlyor indirectly, any Competitive Business. Executive will not violate thisrestriction if Executive owns less than 1% of a publicly traded company thatcompetes with Rockford, so long as Executive has no active participation inits business,  (b) Directly or indirectly (1) induce or attempt to induce any Rockfordemployee to leave Rockford,  (2) induce or attempt to induce any Rockfordcustomer, supplier, licensee or other business relation to ceasedoing business with Rockford, or  (3) interfere with the relationship betweenRockford and any Rockford employee, customer, supplier, licensee orbusiness relation. 4.2 Confidential Information.  During and after the term of Executive’semployment at Rockford, Executive will not disclose, use (either alone or withothers), copy, or encourage anyone else to disclose to any other person or firm any ofRockford’s Confidential Information unless the use, copying, or disclosure is: (a) within the scope of Executive’s duties and responsibilitiesfor Rockford,  (b) done with Rockford’s consent, or
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 (c) required by law, but if Executive believes a disclosure isrequired by law then Executive will first give Rockford notice of the proposeddisclosure and the opportunity to seek a protective order or take other actionto maintain the confidentiality to the maximum extent the law permits.Executive will take appropriate steps to safeguard the Confidential Information andprevent its inadvertent disclosure or theft. 4.3 Return of Documents.  Upon termination of Executive’s employment, orupon Rockford’s request, Executive will return to Rockford all memoranda, notes,plans, records, documentation and other materials (including copies and informationstored on computer) containing any of Rockford’s Confidential Information. Executivewill not make, retain, or give to any other person any copy or extract of any itemExecutive may be obligated to return to Rockford.  4.4 Actions.  Executive acknowledges that it would be difficult todetermine damages, and Rockford will not have an adequate remedy at law, if Executivebreaches this Agreement. Accordingly, if Executive breaches this Agreement, Rockfordmay seek injunctive relief to enforce this Agreement. Nothing in this section limitsor excludes any and all other rights, including rights to money damages, granted toRockford in law or equity.5 **Reformation and Severability**.  If a section of this Agreement is deemed unreasonable as totime or scope by any court or arbitrator, then the court or arbitrator may modify the sectionso that it is reasonable and must then enforce the section as modified. If a section of thisAgreement is deemed unreasonable by a court or arbitrator and cannot be modified so that it isreasonable, the section is severable from the remainder of this Agreement, which must beenforced according to its terms. **6** **Compliance with Section 409A**   6.1 Intent to Comply; Interpretation.  Payments under this Agreement areintended to comply with or be exempt from Section 409A of the Code and this Agreementshall be interpreted to comply with Section 409A. For purposes of the Agreement, thesalary continuation payments described in Section 2.4(a)(1) shall be treated as aseries of separate payments.  6.2 Amounts Exempt from Section 409A.  Because the payments under thisAgreement are the result of an involuntary termination as defined under Section 409A,to the extent the payments under this Agreement are (a) totally exempt from Section 409A; or
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 (b) exempt up to the Applicable Amount and are paid within aperiod no later than the last day of the second taxable year following theExecutive’s termination of employment,Executive may make the election in Section 2.4(a) with respect to such exemptpayments and such payments will be paid without regard to the six-month delaydescribed in Section 6.3 below, if applicable. As used in this Agreement,“Applicable Amount” means two times the lesser of: (A) Executive’s annualized compensation for the year prior toExecutive’s termination (as adjusted and within the meaning of Section 409A ofthe Code); or  (B) the maximum amount that may be taken into account under aqualified plan in accordance with Section 401(a)(17) of the Code for the yearin which Executive’s employment is terminated. 6.3 Six-month Delay for Certain “specified employees.”  Any paymentsunder this Agreement that are paid to a “specified employee” as defined under Section409A and that are not exempt as an involuntary severance payment, short-term deferral,nontaxable or exempt health care benefit, or otherwise, shall be paid no earlier thanthe first day of the seventh month after the Executive’s termination of employment(“Delayed Payment Date”). Any non-exempt lump sum payment delayed under the previoussentence shall be paid on the Delayed Payment Date. Salary continuation paymentsshall be made in accordance with the schedule set forth in this Agreement, and withrespect to the total of such payments, the Applicable Amount shall be paid first,followed by non-exempt amounts in excess of the Applicable Amount, but in no eventwill amounts in excess of the Applicable Amount be paid before the Delayed PaymentDate. If a delay of payment is required under the preceding sentence, any delayedpayments that were otherwise due before the Delayed Payment Date under this Agreementwill be made to the Executive in a lump sum on the Delayed Payment Date.7 **Term and Termination**. 7.1 Term.  This Agreement is effective during the term while Rockfordemploys Executive. This Agreement is also effective after termination of Executive’semployment to the extent any of its terms require performance after termination.  7.2 Termination.  At any time before:
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 (a) Rockford enters into an agreement that would result in aChange of Control, or  (b) Any other event occurs that results in an actual Change ofControlRockford’s board of directors may terminate this Agreement for any reason otherthan as restricted in the next sentence. Rockford’s board of directors may notterminate this Agreement in anticipation of, or to facilitate, a Change of Control.In connection with any termination, Rockford’s board of directors must resolve ingood faith that the termination is not in anticipation of, or to facilitate, aChange of Control. Termination is effective when Rockford gives Executive noticeof the board’s vote to terminate.8 **Miscellaneous**. 8.1 Non-delegation of Executive’s Rights.  Executive’s obligations,rights and benefits under this Agreement are personal and may not be delegated,assigned, or transferred without written consent from Rockford.  8.2 Notices.  Notices are effective: (a) upon delivery to the recipient if sent in person, by e-mail,or by facsimile, or  (b) three days after mailing, certified or registered mail,return receipt requested.Notices must be sent to the addresses stated on the signature page of thisAgreement. A party may change its address by giving notice of the new address. 8.3 Governing Law.  Arizona law will govern this Agreement.  8.4 Attorneys’ Fees.  In any proceeding arising out of this Agreementthe prevailing party is entitled to reasonable attorneys’ fees, costs and otherexpenses incurred in connection with such proceeding. Rockford will pay amounts dueExecutive under this provision, if any, on or before the end of the year afterRockford is declared legally obligated by a court or other forum of applicablejurisdiction to make such payments (and after any period for appeal expires or anyappeal is completed and affirms the obligation to pay), and this provision shall existfor the life of the Executive.  8.5 Arbitration.  Disputes arising out of this Agreement or out ofExecutive’s employment at Rockford will be submitted to binding arbitration in
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metropolitan Phoenix, Arizona, before a single arbitrator or, if the parties cannotagree upon a single arbitrator, before a panel of three arbitrators, one selectedby each party (within 10 days after notice of a dispute and failure to agree upon asingle arbitrator) and a third appointed by the arbitrators selected by theparties. The selection of arbitrators and all arbitration proceedings will be inaccordance with the rules for commercial arbitration of the American ArbitrationAssociation, as amended to the date of the proceedings, and judgment upon the awardmay be entered in any court having jurisdiction. The arbitrators must render adecision within 30 days after their appointment and may award the costs ofarbitration as they see fit. 8.6 Amendment and Waiver.  The parties may amend this Agreement, and aparty may waive another party’s obligations under this Agreement, but the amendment orwaiver must be in writing and signed by all parties to this Agreement. If a partywaives any breach, the waiver applies only to the specific breach waived. It will notwaive any other breach (including a subsequent breach of the same obligation).  8.7 Counterparts.  The parties may execute this Agreement in counterparts.Each counterpart will be deemed an original, but all counterparts together constituteone and the same instrument.  8.8 Termination of Prior Agreement.  Rockford and Executive are partiesto a Change of Control Agreement covering substantially the same subject matter asthis Agreement and dated the date indicated on the signature page (the “PriorAgreement”). This Agreement is intended to supercede the Prior Agreement and theparties agree that the Prior Agreement is terminated in all respects.**[Remainder of Page Intentionally Left Blank]**
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9 **Execution and Effective Date**.  This Agreement is executed and effective on __________, 2007.      Rockford Corporation, an Arizona corporation