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                                                                    EXHIBIT 10.3




                              ROCKFORD CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

         1.       ESTABLISHMENT OF PLAN.

                  Rockford Corporation, an Arizona corporation (the "Company"),
proposes to grant options ("Options") for purchase of the Company's common
stock, $1 par value ("Common Stock"), to eligible employees of the Company and
its Designated Subsidiaries (as hereinafter defined) pursuant to this 1999
Employee Stock Purchase Plan (this "Plan"), as amended and restated on May 17,
1999. For purposes of this Plan, "parent corporation" and "subsidiary"
(collectively, "Subsidiaries") shall have the same meanings as "parent
corporation" and "subsidiary corporation" set forth in Sections 424(e) and
424(f), respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The Company intends this Plan to qualify as an "employee stock purchase
plan" under Section 423 of the Code (including any amendments or successor
provisions to such Section), and this Plan shall be so construed. Any term not
expressly defined in this Plan but defined for purposes of Section 423 of the
Code shall have the same definition therein.

         2.       STOCK SUBJECT TO PLAN.

                  A total of 84,000 shares of the Common Stock is reserved for
issuance under this Plan. Such number shall be subject to adjustments effected
in accordance with Section 16 of this Plan. Any shares of Common Stock that have
been made subject to an Option that cease to be subject to the Option (other
than by means of exercise of the Option), including, without limitation, in
connection with the cancellation or termination of an Option, shall again be
available for issuance in connection with future grants of Options under this
Plan.
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         3.       PURPOSE.

                  The purpose of this Plan is to provide employees of the
Company and its designated subsidiaries, as that term is defined in Section 5 of
this Plan ("Designated Subsidiaries"), with a convenient means of acquiring an
equity interest in the Company through payroll deductions, to enhance such
employees' sense of participation in the affairs of the Company and
Subsidiaries, and to provide an incentive for continued employment.

         4.       ADMINISTRATION.

                  This Plan shall be administered by the Compensation Committee
("Committee") appointed by the Company's Board of Directors (the "Board").
Subject to the provisions of this Plan and the limitations of Section 423 of the
Code or any successor provision in the Code, the Committee shall have exclusive
authority, in its discretion, to determine all matters relating to Options
granted under this Plan, including all terms, conditions, restrictions, and
limitations of Options; provided, however, that all participants granted Options
under an offering pursuant to this Plan shall have the same rights and
privileges within the meaning of Code Section 423(b)(5) except as required by
applicable law. The Committee shall also have exclusive authority to interpret
this Plan and may from time to time adopt rules and regulations of general
application for this Plan's administration. The Committee's exercise of
discretion and interpretation of this Plan, its rules and regulations, and all
actions taken and determinations made by the Committee pursuant to this Plan,
shall be conclusive and binding on all parties involved or affected. The
Committee may delegate administrative duties to such of the Company's officers
or employees as it so determines (provided that no such delegation may be made
that would cause the purchase of Common Stock by participants under this Plan to
cease to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")). All expenses incurred


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in connection with the administration of this Plan shall be paid by the Company
and the Designated Subsidiaries; provided, however, that the Committee may
require a participant to pay any costs or fees in connection with the sale by
the participant of shares of Common Stock acquired under this Plan or in
connection with the participant's request for the issuance of a certificate for
shares of Common Stock held in the participant's account under the Plan.

         5.       ELIGIBILITY.

                  Any employee of the Company or the Designated Subsidiaries is
eligible to participate in the Plan for any Offering Period (as hereinafter
defined) under this Plan except the following:

                  (a) employees who have not been continuously employed by the
Company or Subsidiaries from the date of hire or rehire or of return from an
unapproved leave of absence for a period of at least 60 days before the
beginning of such Offering Period;

                  (b) employees who are customarily employed for less than 20
                  hours per week;

                  (c) employees who are customarily employed for not more than
five months in a calendar year;

                  (d) employees who, together with any other person whose stock
would be attributed to such employee pursuant to Section 424(d) of the Code, own
stock or hold options to purchase stock possessing five percent or more of the
total combined voting power or value of all classes of stock of the Company or
any of its Subsidiaries or who, as a result of being granted Options under this
Plan, would own stock or hold options to purchase stock possessing five percent
or more of the total combined voting power or value of all classes of stock of
the Company or any of its Subsidiaries; and



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                  (e) employees who are citizens of a foreign country which
prohibits foreign corporations from granting stock options to any of its
citizens.

                  For all purposes of this Plan, the term Designated
Subsidiaries shall mean all Subsidiaries (including the Company); provided that
any Designated Subsidiary shall cease to be a Designated Subsidiary on the
earlier of (i) the date such Designated Subsidiary ceases for any reason to be a
"parent corporation" or "subsidiary corporation" as defined in Sections 424(e)
and 424(f), respectively, of the Code, or (ii) the date the Committee or the
Board determines that such Subsidiary shall no longer be a Designated Subsidiary
for purposes of the Plan.

6.       OFFERING AND OFFERING PERIODS.

                  (a) For purposes of this Plan, the Offering Periods of this
Plan (an "Offering Period") shall be of periods not to exceed the maximum period
permitted by Section 423 of the Code.

                  (b) Until determined otherwise by the Committee or the Board,
or unless paragraph (c) applies, Offering Periods shall be of six months'
duration, and the first Offering Period shall begin on September 1, 1999. The
first day of each Offering Period is referred to as the "Offering Date." The
last day of each Offering Period is referred to as the "Purchase Date." Unless
determined otherwise by the Committee or the Board, Offering Periods shall begin
on the first day of the month every 6 months after the first day of the prior
Offering Period. During an Offering Period, payroll deductions of the
participants are accumulated under this Plan. Subject to the requirements of
Section 423 of the Code, the Committee or the Board shall have the power to
change the duration of Offering Periods with respect to future offerings if such
change is announced at least 30 days prior to the first day of the first
Offering Period to be affected by such change.


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         7.       PARTICIPATION IN THIS PLAN.

                  Eligible employees may become participants in an Offering
Period under this Plan on the first Offering Date after satisfying the
eligibility requirements by delivering an enrollment form provided by the
Company at the time and in the manner required by the Committee, under such
rules as are consistently applied to all eligible employees with respect to a
given Option. Once an employee becomes a participant in the Plan with respect to
an Offering Period, such employee will automatically participate in the Offering
Period commencing immediately following the last day of the prior Offering
Period unless the employee withdraws from this Plan or terminates further
participation in the Offering Period as set forth in Sections 13 and 14 below,
or otherwise becomes ineligible to participate. Such participant is not required
to file any additional enrollment form in order to continue participation in
this Plan, except that the Committee may require the filing of new enrollment
forms by participants who transfer to another division of the Company or a
Designated Subsidiary.

         8.       GRANT OF OPTION ON ENROLLMENT.

                  Subject to the limitations of the Plan, enrollment by an
eligible employee in this Plan with respect to an Offering Period will
constitute the grant by the Company to such employee of an Option to purchase on
each Purchase Date up to that whole number of shares of Common Stock of the
Company, determined by dividing (a) the amount accumulated in such employee's
payroll deduction account during the Offering Period ending on such Purchase
Date by (b) the Purchase Price as that term is defined in Section 9.
Fractional shares shall not be issued under this Plan.

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         9.       PURCHASE PRICE.

                  The purchase price per share (the "Purchase Price") at which a
share of Common Stock will be sold in any Offering Period shall be the lower of
(a) 85 percent of the fair market value of such share on the first day of the
Offering Period or (b) 85 percent of the fair market value of such share on the
Purchase Date; provided, however, that in no event may the purchase price per
share of Common Stock be below the par value per share of Common Stock.

                  For purposes of this Plan, the term "fair market value" on a
given date shall be the mean between the highest and lowest reported sales
prices of the Common Stock on the New York Stock Exchange Composite Tape or, if
the Common Stock is not listed on such exchange, any other national securities
exchange on which the Common Stock is listed or on NASDAQ. If there is no
reported sale price of the Common Stock on such date, then the "fair market
value" shall be measured on the next preceding trading day for which such
reported sale price is available. If there is no regular trading market for the
Common Stock, the fair market value of the Common Stock shall be as determined
by the Committee in its sole discretion, exercised in good faith. The Committee
may change the manner in which the Purchase Price is determined with respect to
future offerings (provided such determination does not have the effect of
lowering the Purchase Price to an amount less than that which would be computed
utilizing the method for determining the Purchase Price set forth in the first
paragraph of this Section 9) if such changed manner of computation is announced
at least 30 days prior to the first day of the first Offering Period to be
affected by such change.



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         10.      PURCHASE OF SHARES; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF
                  SHARES.

                  (a) Funds contributed by each participant for the purchase of
shares under this Plan shall be accumulated by regular payroll deductions made
during each Offering Period. The deductions shall be made as a percentage of the
participant's Compensation in 1 percent increments comprising not less than 1
percent and not more than a total of 10 percent of Compensation with respect to
each Offering Period. As used herein, "Compensation" shall mean only the
participant's base salary, excluding cash bonuses, commissions, overtime and
similar items; provided, however, that, for purposes of determining a
participant's Compensation, any election by such participant to reduce his or
her regular cash remuneration under Sections 125, 401(k), or 132(f) of the Code
shall be treated as if the participant did not make such election.
"Compensation" does not include severance pay, hiring and relocation allowances,
pay in lieu of vacation, automobile allowances, imputed income arising under any
Company group insurance or benefit program, income received in connection with
stock options, or any other special items of remuneration. Payroll deductions
shall commence on the first payday following the Offering Date and shall
continue through the last payday of the Offering Period unless sooner altered or
terminated as provided in this Plan.

                  (b) A participant may lower (but not increase) the rate of
payroll deductions once during any six-month Offering Period and may increase or
decrease the rate of payroll deductions as of the start of any Offering Period.
Notwithstanding the foregoing, a participant may lower the rate of payroll
deductions to zero for the remainder of an Offering Period. Such changes may be
made by filing a new authorization for payroll deductions, at the time and in
the manner specified by the Committee, in which case the new rate shall continue
for the remainder


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of the Offering Period unless changed as described herein or unless a
participant withdraws from or terminates participation in the Plan as set forth
in Section 13 or 14, in which case a new election must be made. A participant
who has decreased the rate of withholding to zero will be deemed to continue as
a participant in the Plan until the participant withdraws from the Plan in
accordance with the provisions of Section 13 or his or her participation is
terminated in accordance with the provisions of Section 14. A participant shall
have the right to withdraw from this Plan in the manner set forth in Section 13
regardless of whether the participant has exercised his or her right to lower
the rate at which payroll deductions are made during the applicable Offering
Period.

                  (c) All payroll deductions made for a participant will be
credited to his or her account under this Plan and deposited with the general
funds of the Company. No interest will accrue on payroll deductions. All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.

                  (d) On each Purchase Date, provided that the participant has
not terminated employment in accordance with Section 14 or has not submitted a
signed and completed withdrawal form, by the time and in the manner required by
the Committee consistently applied to all eligible employees with respect to a
given Option, or the Plan has not been terminated prior to the 15th day (or if
such date is not a business day, on the immediately preceding business day) of
the last month of the Offering Period, the Company shall apply the funds then in
the participant's account to the purchase at the Purchase Price of whole shares
of Common Stock issuable under the Option granted to such participant with
respect to the Offering Period to the extent that such Option is exercisable on
the Purchase Date.



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                  (e) Fractional shares cannot be purchased under this Plan and
any accumulated payroll deductions which would have been used to purchase
fractional shares during the Offering Period will be held in the participant's
account and used to purchase shares in the next Offering Period. Amounts in a
participant's account remaining after whole shares are purchased with a
participant's account will be returned to the participant promptly, without
interest, upon the earlier of the termination of the termination of the Plan or
the withdrawal of the participant from the Plan.

                  (f) During a participant's lifetime, such participant's Option
to purchase shares hereunder is exercisable only by him or her. The participant
will have no interest or voting right in shares covered by his or her Option
until such Option has been exercised.

         11.      LIMITATIONS ON RIGHTS TO PURCHASE.

                  (a) No employee shall be granted an Option to purchase Common
Stock under this Plan at a rate which, when aggregated with his or her rights to
purchase stock under all other employee stock purchase plans of the Company or
any Subsidiary which is intended to meet the requirements of Code Section 423,
exceeds $25,000 in fair market value, determined as of the applicable date of
the grant of the Option, for each calendar year in which the employee
participates in this Plan (or any other employee stock purchase plan described
in this Section 11(a)).

                  (b) The number of shares that may be purchased by any employee
with respect to an Offering Period shall not exceed 1,000 shares; provided, that
in the event the Committee or Board may specify a different limitation to be
applied in lieu of the foregoing limitation for a future Offering Period, the
number of shares that may be purchased by any employee during an Offering Period
may not exceed such other limitation.



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                  (c) If the number of shares to be purchased on a Purchase Date
by all employees participating in this Plan exceeds the number of shares then
available for issuance under this Plan, then the Company will make a pro rata
allocation of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the number of shares
to be purchased under a participant's Option to each participant affected
thereby.

                  (d) Any payroll deductions accumulated in a participant's
account which are not used to purchase stock due to the limitations in this
Section 11 shall be returned to the participant as soon as practicable after the
end of the applicable Offering Period without interest.

         12.      EVIDENCE OF STOCK OWNERSHIP.

                  (a) Promptly following each Purchase Date, the number of
shares of Common Stock purchased by each participant shall be deposited into an
account established in the participant's name at a stock brokerage or other
financial services firm designated or approved by the Committee (the "Plan
Financial Agent"). In the event a participant or former participant shall have
an account balance of less than one full share with the Plan Financial Agent as
of the first day of any Offering Period for which such participant has elected
not to participate in the Plan, the Plan Financial Agent shall cause such
fractional share to be sold as promptly as possible and the cash proceeds from
such sale to be paid to the account holder with no interest.

                  (b) Following termination of a participant's employment for
any reason, the participant shall have a period of 60 days to notify the Plan
Financial Agent whether such participant desires (i) to receive a certificate
representing all full shares then in the participant's account with the Plan
Financial Agent and cash in lieu of any fractional share interest or (ii) to
sell the shares, including any fractional share, in the participant's account
through the Plan


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Financial Agent. If the terminated participant fails to file such notice with
the Plan Financial Agent within 60 days after termination, or within such other
time as established by the Committee, he or she shall be deemed to have elected
the alternative set forth in clause (i) above.

         13.      WITHDRAWAL.

                  (a) Each participant may withdraw from an Offering Period
under this Plan by signing and delivering to the person designated by the
Committee a written notice to that effect on a form provided for such purpose.
Such withdrawal may be elected at any time on or prior to the 15th day of the
last month (or if such date is not a business day, the immediately preceding
business day) of an Offering Period, unless a different time is set by the
Committee with respect to all eligible employees with respect to an Offering
Period.

                  (b) Upon withdrawal from this Plan, the accumulated payroll
deductions of the participant not theretofore utilized for the purchase of
shares of Common Stock on a Purchase Date shall be returned to the withdrawing
participant, without interest. In the event a participant voluntarily elects to
withdraw from this Plan, he or she may not resume his or her participation in
this Plan during the same Offering Period, but he or she may participate in any
subsequent Offering Period by filing a new authorization for payroll deductions
in the same manner as set forth above for initial participation in this Plan.

         14.      TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE.

                  Termination of a participant's employment for any reason,
including retirement, death, or the failure of a participant to remain an
eligible employee, immediately terminates his or her participation in this Plan.
In such event, except as provided in Section 15, the payroll deductions credited
to the participant's account will be returned to him or her or, in the case of
his or her death, to his or her beneficiary or heirs, without interest. For
purposes of this Section


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14, an employee will not be deemed to have terminated employment or failed to
remain in the continuous employ of the Company in the case of any leave of
absence approved by the Company or Designated Subsidiary.

         15.      RETURN OF PAYROLL DEDUCTIONS.

                  In the event a participant's interest in this Plan is
terminated by withdrawal, termination of employment, or otherwise, or in the
event this Plan is terminated by the Board, the Company shall promptly deliver
to the participant all contributions of the participant to the Plan which have
not yet been applied to the purchase of stock unless such termination of
participation occurs later than the 15th day of the final month of the Offering
Period (or if such date is not a business day, on the preceding business day) or
such later date established by the Committee in a uniform and consistent manner,
in which event such contributions will be utilized to purchase Common Stock for
the participant. No interest shall accrue on the payroll deductions of a
participant in this Plan.

         16.      CHANGE OF OWNERSHIP AND CAPITAL CHANGES.

                  (a) If the Company is acquired, whether by merger,
consolidation, or sale of substantially all of its assets, all payroll
deductions for the period in which such acquisition occurs will automatically be
applied to the purchase of Company shares immediately prior to the effective
date of such acquisition.

                  (b) In the event that at any time or from time to time a stock
dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to stockholders other than
a normal cash dividend, or other change in the Company's corporate or capital
structure results in (a) the outstanding shares of Common Stock or any
securities exchanged therefor or received in their place being exchanged for a
different number


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or class of securities of the Company or of any other corporation or (b) new,
different, or additional securities of the Company or of any other corporation
being received by the holders of shares of Common Stock, then the Committee, in
its sole discretion, shall make such equitable adjustments as it shall deem
appropriate in the circumstances in the maximum number and kind of shares of
stock subject to this Plan as set forth in the Plan, the number and kind of
shares subject to purchase under outstanding Options, and the Purchase Price.
The determination by the Committee as to the terms of any of the foregoing
adjustments shall be conclusive and binding.

         17.      NONASSIGNABILITY.

                  Neither payroll deductions credited to a participant's account
nor any rights with regard to the exercise of an Option or to receive shares
under this Plan may be assigned, transferred, pledged, or otherwise disposed of
in any way (other than by will, the laws of descent and distribution, or as
provided in Section 24 hereof by the participant). Any such attempt at
assignment, transfer, pledge, or other disposition shall be void and without
effect.

         18.      REPORTS AND STATUS OF ACCOUNTS.

                  Individual accounts will be maintained by the Plan Financial
Agent for each participant in this Plan. The Participant shall have all
ownership rights with respect to shares of Common Stock held in his or her
account by the Plan Financial Agent, including the right to vote such shares and
to receive any dividends or distributions which may be declared thereon by the
Board. The Plan Financial Agent shall send to each participant promptly after
the end of each Offering Period a report of his or her account setting forth
with respect to such Offering Period the total payroll deductions accumulated,
the number of shares purchased, and the per share price thereof, and also
setting forth the total number of shares then held in his or her account.
Neither


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the Company nor any Designated Subsidiary shall have any liability for any error
or discrepancy in any such report.

         19.      NO RIGHTS TO CONTINUED EMPLOYMENT; NO IMPLIED RIGHTS.

                  Neither this Plan nor the grant of any Option hereunder shall
confer any right on any employee to remain in the employ of the Company or any
Subsidiary or restrict the right of the Company or any Subsidiary to terminate
such employee's employment. The grant of any Option hereunder during any
Offering Period shall not give a participant any right to similar grants
thereafter.

         20.      EQUAL RIGHTS AND PRIVILEGES.

                  All eligible employees shall have equal rights and privileges
with respect to this Plan except as required by applicable law so that this Plan
qualifies as an "employee stock purchase plan" within the meaning of Section 423
or any successor provision of the Code and the related regulations. Any
provision of this Plan which is inconsistent with Section 423 or any successor
provision of the Code shall, without further act or amendment by the Company,
the Board, or the Committee, be reformed to comply with the requirements of
Section 423. This Section 20 shall take precedence over all other provisions in
this Plan.

         21.      NOTICES.

                  All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.



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         22.      AMENDMENT OF PLAN.

                  The Board may amend this Plan in such respects as it shall
deem advisable; however, stockholder approval will be required for any amendment
that will increase the total number of shares as to which Options may be granted
under this Plan, or, but for such shareholder approval, cause this Plan to fail
to continue to qualify as an "employee stock purchase plan" under Section 423 of
the Code or cause the purchase of shares thereunder to fail to be exempt from
the provisions of Section 16(b) of the Exchange Act.

         23.      TERMINATION OF THE PLAN.

                  The Board may suspend or terminate this Plan at any time.
Unless this Plan shall theretofore have been terminated by the Board, this Plan
shall terminate on, and no Options shall be granted after, June 30, 2009. No
Options shall be granted during any period of suspension of this Plan.

         24.      DESIGNATION OF BENEFICIARY.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under this Plan in the event of such participant's death
prior to delivery to him or her (or to the Plan Financial Agent on his or her
behalf) of such shares and cash.

                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under this
Plan who is living at the time of such participant's death, the Company shall
deliver such shares or cash to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may deliver such
shares or cash to the spouse or to any one or more dependents or relatives of
the participant or, if no spouse,


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dependent, or relative is known to the Company, to such other person as the
Company may in good faith determine to be the appropriate designee.

         25.      CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF
                  SHARES.

                  Shares shall not be issued with respect to an Option unless
the exercise of such Option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or automated quotation system upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

         26.      EFFECTIVE DATE.


                  This plan was initially adopted May 17, 1999, by the
shareholders of the Company, and is to be effective September 1, 1999.


         27.      GOVERNING LAW.

                  Except to the extent that provisions of this Plan are governed
by applicable provisions of the Code or any other substantive provision of
federal law, this Plan shall be construed in accordance with, and shall be
governed by, the substantive laws of the State of Arizona without regard to any
provisions of Arizona law relating to the conflict of laws.



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Witness                                      ROCKFORD CORPORATION



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                                             By


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