<PAGE>   1
                                                                   Exhibit 10.35



                        FORM OF INDEMNIFICATION AGREEMENT


This Agreement is between Rockford Corporation ("Rockford" or "Rockford"), and
_____________, a director of Rockford ("Director"). Rockford and Director agree
as follows:

1    DIRECTOR'S POSITION. Director is a director of Rockford. Rockford wants
     Director to serve as a director and Director will serve if Director is
     indemnified as provided in this Agreement.

2    BEST JUDGMENT. Rockford desires that Director be free in serving Rockford
     to exercise Director's best judgment, without undue concern for litigation
     or claims for damages arising out of or related to the performance of
     Director's duties.

3    INDEMNIFICATION. Rockford indemnifies Director against, and will pay on
     behalf of Director, Losses in any Proceeding brought as a result of
     Director serving as a director of Rockford or as an officer or director of
     another corporation at Rockford's request. Rockford will indemnify Director
     to the full extent authorized or permitted by the State Statute. For
     purposes of this Agreement:

     3.1      "Losses" means all expenses (including attorneys' fees), damages,
              judgments, fines, and amounts paid in settlement actually and
              reasonably incurred by Director;

     3.2      "Proceeding" means any threatened, pending or completed civil,
              criminal, administrative, or investigative action, suit or
              proceeding (including any action or suit by or in the right of
              Rockford); and

     3.3      "State Statute" means the general corporation law of Arizona and
              the indemnification provisions of any successor or amended
              statute.

4    EXCLUSIONS FROM INDEMNIFICATION.

     4.1      Inappropriate Conduct. Rockford will not indemnify Director if
              liability arises as a result of Director's fraud, deliberate
              dishonesty, or willful misconduct or if the State Statute
              prohibits indemnification.

     4.2      Proceedings Initiated by Director. Rockford is not obligated to
              indemnify Director in connection with a Proceeding initiated by
              Director unless (a) the Proceeding was authorized or permitted by
              Rockford or (b) the Proceeding is to enforce rights to
              indemnification under this Agreement.

5    CONTINUATION OF INDEMNITY. Rockford's obligations under this Agreement
<PAGE>   2
     continue (a) during the period Director serves as a director of Rockford or
     as an officer or director of any other corporation at Rockford's request
     and (b) as long as Director is subject to any Proceeding by reason of
     Director's service.

6        PROCEDURES.

         6.1      Notice. Director must notify Rockford of the threat or
                  commencement of any Proceeding. Director's delay in notifying
                  Rockford of the threat or commencement of any Proceeding will
                  relieve Rockford from its obligation to indemnify Director to
                  the extent (but only to the extent) that the delay in
                  notification materially prejudices Rockford's defense of the
                  Proceeding.

         6.2      Advance of Expenses. Rockford will pay expenses (including
                  attorneys fees) reasonably incurred or to be incurred by
                  Director in defending a Proceeding, in advance of the final
                  disposition of the Proceeding, subject to the following
                  procedures:

                  (a)      Director must first deliver to Rockford Director's
                           good faith certification that indemnification of
                           Director is permitted under this Agreement and the
                           State Statute.

                  (b)      Upon receipt of the required certification, Rockford
                           will advance Director's expenses in defending the
                           Proceeding unless Rockford's Board of Directors
                           certifies in good faith that it reasonably believes
                           that indemnification is not permitted under this
                           Agreement or the State Statute.

                  (c)      If the Board of Directors makes such a certification,
                           then Rockford will retain independent counsel,
                           reasonably satisfactory to Director, to investigate
                           whether indemnification is permitted under this
                           Agreement and the State Statute. Unless otherwise
                           agreed by Rockford and Director, counsel must
                           complete its investigation and issue a finding within
                           30 days after counsel's retention.

                           (1)      If counsel's finding is that indemnification
                                    is permitted, then Rockford will advance
                                    Director's expenses in the Proceeding and
                                    will pay the fees of counsel.

                           (2)      If counsel's finding is that indemnification
                                    is prohibited, then Rockford is not required
                                    to advance Director's expenses in the
                                    Proceeding and Director will pay the fees of
                                    counsel.

                           (3)      The finding of counsel is not evidence of
                                    Director's final responsibility. The finding
                                    is final only to determine Rockford's
                                    obligation to advance Director's expenses in
                                    advance of the final disposition of the
                                    Proceeding. Counsel's finding (i) against
                                    Director will not prevent

                                       2
<PAGE>   3
                  Director from seeking indemnification for the expenses upon
                  the final disposition of the Proceeding and (ii) against
                  Rockford will not prevent Rockford from seeking repayment of
                  the expenses advanced upon the final disposition of the
                  Proceeding.

         (d)      If Rockford is obligated to advance expenses, its obligation
                  is subject to its right to assume the defense of the
                  Proceeding.

         (e)      If Rockford is obligated to advance expenses, it is obligated
                  to make payments only against bills as rendered, for expenses
                  actually incurred, and on commercially reasonable terms.
                  Rockford is not obligated to pay an excessive retainer.

6.3      Defense of Claim.  Upon receipt by Rockford of notice of a Proceeding:

         (a)      Rockford is entitled to participate in the Proceeding at its
                  own expense.

         (b)      Rockford is entitled to assume the defense of the Proceeding,
                  with counsel reasonably acceptable to Director. After notice
                  from Rockford to Director of its election to assume the
                  defense, Rockford is not liable for any legal or other
                  expenses subsequently incurred by Director in connection with
                  the Proceeding, other than reasonable costs of investigation
                  or as otherwise provided in this section.

         (c)      Director may employ his or her own counsel in the Proceeding,
                  but the fees and expenses of counsel, incurred after notice of
                  the Rockford's assumption of the defense, will be at
                  Director's expense unless

                  (1)      Rockford has authorized Director's employment of
                           counsel,

                  (2)      Director has reasonably concluded, based on the
                           opinion of his or her counsel, that there is a
                           conflict of interest or position between Rockford and
                           Director in the conduct of the defense, or

                  (3)      Rockford has not in fact employed counsel to assume
                           the defense.

                  In each of these cases the fees and expenses of counsel for
                  Director will be at Rockford's expense if Rockford is
                  determined ultimately to be responsible to indemnify Director
                  with respect to the Proceeding.

6.4      Settlement.

         (a)      Rockford is not obligated to reimburse the costs of a
                  settlement unless it has agreed to the settlement.

                                       3
<PAGE>   4
         (b)      If Director unreasonably fails to enter into a settlement
                  agreed to by the opposing party and Rockford, then Rockford's
                  indemnification obligation to Director in the Proceeding will
                  not exceed (1) the amount of the agreed settlement plus (2)
                  expenses incurred before the settlement could have been
                  effected.

7    OFFSET FOR OTHER PAYMENTS. Rockford is not liable to make any payment under
     this Agreement for a Loss if the Loss is paid on behalf of Rockford from
     insurance or any other source.

8    REPAYMENT OF EXPENSES. If a final judicial decision (from which there is no
     further right of appeal) determines that Rockford is not permitted to
     indemnify Director, then Director will reimburse Rockford for (a)
     reasonable expenses incurred to defend the Proceeding and (b) all amounts
     Rockford advanced to Director to defend the Proceeding.

9    ATTORNEYS' FEES. If either party brings an action to enforce rights or to
     collect monies due under this Agreement, the prevailing party is entitled
     to recover reasonable fees and expenses, including attorneys' fees, costs,
     and expenses, incurred in such action.

10   INDUCEMENT FOR CONTINUED SERVICE. Rockford acknowledges that (a) it has
     entered into this Agreement and assumed the obligations imposed on Rockford
     in order to induce Director to continue to serve Rockford and (b) Director
     is relying upon this Agreement in continuing to serve Rockford.

11   SEVERABILITY. Each provision of this Agreement is a separate and distinct
     agreement and independent of the others. If a term of this Agreement is
     unenforceable, that term will be deleted from this Agreement and the
     enforceability of this Agreement will be otherwise unaffected.

12   GOVERNING LAW. The laws of Arizona govern this Agreement.

13   BINDING EFFECT. This Agreement is binding upon Director and upon Rockford,
     its successors and assigns (including any transferee of all or
     substantially all of its assets and any successor by merger or operation of
     law). This Agreement inures to the benefit of Director and Director's
     heirs, personal representatives, executors, and administrators.

14   AMENDMENT AND TERMINATION. No amendment, modification, termination or
     cancellation of this Agreement is effective unless in writing signed by
     both parties.

15   THIRD PARTY BENEFIT. Nothing in this Agreement is intended to confer any
     rights or remedies on any person other than parties and their respective
     heirs, personal

                                       4
<PAGE>   5
     representatives, executors and administrators, successors, and assigns.

16   NOTICES. Notices under this Agreement are effective when delivered, or
     three days after mailing, first class postage prepaid and return receipt
     requested, to the addresses on the signature page of this Agreement. A
     party may change its address for notice by giving notice to the other
     party.

17   EFFECTIVE DATE.  This Agreement is executed and effective __________, 1999.


                             Rockford Corporation, an Arizona corporation



                             By: /s/ W. Gary Suttle
                                 -----------------------------------------------
                                 Title: President and Chief Executive Officer



                             Address: 546 S. Rockford Drive
                                      Tempe, Arizona 85281




                             /s/
                             --------------------------------------------------
                             Director

                             Address:__________________________________________

                                     __________________________________________

                                       5