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                                                                    Exhibit 10.1

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                              Rockford Corporation



                             1994 Stock Option Plan
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                              ROCKFORD CORPORATION
                             1994 Stock Option Plan



            1. Purpose.

            The Rockford Corporation 1994 Stock Option Plan is intended to
assist in attracting and retaining employees and directors.

            2. Definitions.

            The following terms have the following meanings:

            2.1 "Act" means the Federal Securities Act of 1933 and applicable
state securities laws.

            2.2 "Board" means the Board of Directors of Rockford Corporation.

            2.3 "Code" means the Internal Revenue Code of 1986.

            2.4 "Committee" means the Compensation Committee of the Board of
Directors of Rockford Corporation.

            2.5 "Corporation" means Rockford Corporation and any Subsidiary.

            2.6 "Grant Date" means the date on which an Option is granted as
specified by the Board, contingent on the Optionee executing a Stock Option
Agreement in form satisfactory to the Board.

            2.7 "Incentive Option" means an Option eligible for tax treatment as
an incentive option under Section 422 of the Code.

            2.8 "Non-Qualified Option" means an Option that is not eligible for
tax treatment as an incentive option under Section 422 of the Code.

            2.9 "Option" means an option to purchase Stock granted under this
Plan.

            2.10 "Optionee" means an employee or director to whom an Option has
been granted under the Plan.

            2.11 "Plan" means the Rockford Corporation 1994 Stock Option Plan,
the terms and conditions of which are covered in this instrument.

            2.12 "Stock" means the common stock of the Corporation.

            2.13 "Stock Option Agreement" means a written agreement entered into
between the Corporation and the Optionee that provides for the price and terms
of an Option.
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            2.14 "Subsidiary" means any corporation of which the majority of the
outstanding capital stock is owned, directly or indirectly, by the Corporation.

            2.15 "Ten Percent Shareholder" means an individual who owns more
than 10% of the total combined voting power of all classes of stock of the
Corporation.

            3. Administration.

            3.1 The Plan shall be administered by the Board. Without limiting
the powers of the Board, the Board shall have the power to determine the times
during which any Option shall be exercisable, the events upon which any Option
shall terminate, the amounts, if any, payable to beneficiaries of an Optionee
upon the death of such Optionee, the exercisability of any Option on the sale of
all, or substantially all, of the assets of the Corporation, or a merger where
the Corporation is not the surviving corporation (other than a merger that is
only a change in form), and other terms of exercise. No member of the Board
shall be eligible to vote on the grant of Options to him or her. All decisions
and determinations of the Board in administering the Plan shall be final.

            3.2 If changes are made to the Code that make it advisable, in the
Board's sole discretion, to change the character of Options for income tax
purposes, the Board may change the character of Options and may impose on
Options any conditions deemed necessary or appropriate to comply with the Code
requirements. However, the Board may not change the character or terms of an
outstanding Option without the Optionee's consent.

            3.3 The Committee, subject to the provisions of the Plan, shall make
recommendations to the Board regarding:

                  (a) The employees or directors who shall receive Options, the
times when such Options shall be granted, the time limits within which Options
may be exercised, the number of shares subject to each Option, and the terms and
provisions of Stock Option Agreements (which need not be identical);

                  (b)   Interpretation of Plan provisions;

                  (c)   Rules and regulations relating to the Plan;

                  (d)   Stock Option Agreements under the Plan; and

                  (e)   Other determinations advisable for the proper
administration of the Plan.

4.    Tax Characteristics of Options.

            Options granted pursuant to the Plan may be designated, but need not
be designated, as Incentive Options. The Stock Option Agreement shall provide
whether an Option is an Incentive Option or a Non-Qualified Option. In the case
of Incentive Options, the aggregate fair market value of the Stock (at the time
the Option is granted) for Options that are


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exercisable for the first time by an Optionee during any calendar year (under
all stock option plans of the Corporation) shall not exceed $100,000.
Non-employee directors of the Corporation shall not be eligible for the grant of
Incentive Options.

            5. Stock Subject to the Plan.

            5.1 Subject to adjustments under Section 11, the aggregate number of
shares of Stock that may be issued on the exercise of Options shall not exceed
250,000. Such Stock may be authorized but unissued shares or treasury shares, as
the Board determines.

            5.2 If an Option expires or is terminated, the shares of Stock
allocated for issuance under such Option may be allocated to a new Option under
the Plan.

            6. Eligibility.

            All individuals who are officers, directors, advisory directors or
employees of the Corporation or a Subsidiary, including employees who are
officers or directors, shall be eligible for selection by the Board to receive
Options under the Plan. Only officers and employees may receive Incentive
Options under the Plan.

            7. Exercise Price and Payment of Withholding Taxes.

            The price at which shares of Stock may be purchased on the exercise
of any Option shall be determined by the Board at the time an Option is granted.
The price shall not be less than 100% of the fair market value of the Stock at
the Grant Date, but if the Corporation desires to grant an Incentive Option to a
Ten Percent Shareholder, the price at which shares may be purchased under such
Option shall not be less than 110% of the fair market value of the Stock at the
Grant Date. Also, if an employee desires to exercise a Non-Qualified Option, the
employee shall pay to the Corporation the federal and state income and
withholding taxes the Corporation determines are payable on the spread between
the fair market value of the Stock at the date of exercise and the Option price.

            8. Term of Options.

            The term of each Option shall be determined by the Board at the
Grant Date. In no case, however, shall the term of any Option exceed ten years
from the Grant Date, or five years in the case of a grant of an Incentive Option
to a Ten Percent Shareholder.

            9. Payment on Exercise of Options.

            The price of an exercised Option and any taxes required to be paid
by the Optionee on exercise of such Option shall be paid:

                  (a)   In cash; or

                  (b) At the discretion of the Board, through the delivery of
Stock with a fair market value equal to the exercise price and withholding
taxes, if any;



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                  or

                  (c) At the discretion of the Board, through a combination of
(a) and (b).

            10. Non-Transferability of Options.

            Options shall not be transferable by the Optionee, but if an
Optionee dies, his or her personal representative may exercise an Option within
90 days of the date of the Optionee's death.

            11. Adjustments.

            If the Corporation:

                  (a) declares a dividend or makes a distribution on its Stock
payable in Stock or securities convertible into Stock; or

                  (b) recapitalizes through a split-up of the outstanding shares
of Stock into a greater number or a combination of the outstanding Stock into a
lesser number; or

                  (c) issues, by reclassification of its Stock, any shares of
Stock, the Board shall make appropriate and equitable adjustments in the number
and kind of shares subject to outstanding Options under the Plan. Any other
adjustments to the Options shall be within the sole discretion of the Board. If
the adjustment would produce fractional shares with respect to any unexercised
Option, the Board may adjust appropriately the number of shares covered by the
Option to eliminate the fractional shares. The price of any shares subject to an
outstanding Option shall be adjusted so there will be no change in the aggregate
purchase price payable upon the exercise of the Option.

            12. Additional Restrictions.

            Notwithstanding any other provisions of the Plan, any Stock Option
Agreement may contain such additional or more restrictive provisions as the
Board deems advisable and consistent with the Plan.

            13. Registration.

            The Plan, the Stock to be issued pursuant to the exercise of
Options, or the Options granted under the Plan, may be registered under the Act.

            14. Effective Date of Plan.

            The Plan shall become effective as of December 15, 1994 and shall
remain in effect for ten years from its effective date, unless it is terminated
earlier by the Board. No Incentive Options may be issued under the Plan unless
the Plan is approved by the stockholders of the Corporation within one year from
the date the Plan is adopted by the Corporation.


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            15. Amendments and Termination.

            The Board, in its discretion and at any time, may modify, amend or
terminate the Plan. Neither the termination of the Plan, nor any modification or
amendment thereof, shall adversely affect any rights under an Option previously
granted under the Plan without the consent of the Optionee. Notwithstanding the
foregoing, the Board may amend the Plan to the extent necessary to cause Options
granted under the Plan to meet the requirements of the Act and the Code and
regulations thereunder.

            16. Miscellaneous.

                  (a) Nothing in the Plan or any Option granted shall confer
upon any employee any right to continue in the service of the Corporation or a
Subsidiary.

                  (b) The grant of Options under the Plan, the issuance and
delivery of shares upon the exercise of Options, and any other matters relating
thereto shall be subject to all laws, rules and regulations as may from time to
time be applicable, including but not limited to, any and all rules and
regulations of any stock exchange or exchanges upon which the shares of the
Corporation may be listed and all applicable federal and state securities laws.

                  (c) No person shall acquire any rights as an Optionee under
this Plan unless and until a Stock Option Agreement in the form and containing
the terms specified by the Board shall have been duly executed on behalf of the
Corporation by such officer or officers as the Board shall designate for such
purpose, delivered to the Optionee named therein, and executed by such person.

                  (d) No person shall have any rights as a shareholder with
respect to any shares covered by an Option granted pursuant to the Plan until
the date of the issuance of a share certificate to the Optionee for such shares.

            17. Execution.

            The President of the Corporation has been authorized to execute this
Plan and has executed the Plan on the date indicated below.

                                    ROCKFORD CORPORATION



                                    /s   W. Gary Suttle
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                                                    President



                                    Date: December 22, 1994

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