<PAGE>

                                                                     EXHIBIT 4.6
                                 AMX CORPORATION

                        1996 EMPLOYEE STOCK PURCHASE PLAN

     The following constitute the provisions of the 1996 Employee Stock Purchase
Plan of AMX Corporation.

     1.   Purpose. The purpose of the Plan is to provide employees of the
          -------
Company and its Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended, and to have the
Plan meet the requirements of Rule 16b-3(d) promulgated under the Exchange Act
or any successor provision ("Rule 16b-3"). The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code and with
Rule 16b-3(d) of the Exchange Act.

     2.   Definitions.
          -----------

          (a) "Administrative Committee" shall mean the Board of Directors of
               ------------------------
the Company or a committee of the members of the Board of Directors of the
Company appointed by the Board of Directors of the Company as provided in
Section 13 to administer the Plan.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
               ----

          (c) "Common Stock" shall mean the $.01 par value Common Stock of the
               ------------
Company.

          (d) "Company" shall mean AMX Corporation, a Texas corporation.
               -------

          (e) "Compensation" shall mean all base straight time gross earnings,
               ------------
exclusive of payments for overtime, incentive compensation, incentive payments,
bonuses and other compensation paid by the Company or any Subsidiary.

          (f) "Employee" shall mean any individual who for tax purposes is an
               --------
employee of the Company or a Subsidiary and whose customary employment with the
Company or a Subsidiary is at least twenty (20) hours per week and more than
five (5) months in any calendar year. For purposes of the Plan, the employment
relationship shall be treated as continuing while the individual is on sick
leave or other leave of absence approved by the Company unless the period of
leave exceeds 90 days and the individual's right to reemployment is not
guaranteed either by statute or by contract, in which case the employment
relationship will be deemed to have terminated on the 91st day of such leave.

          (g) "Enrollment/Change Form" shall have the meaning set forth in
               ----------------------
Section 5 of the Plan.

          (h) "Enrollment Date" shall mean the first day of each Offering
               ---------------
Period.

          (i) "Exchange Act" shall mean the Securities and Exchange Act of 1934,
               ------------
as amended.

<PAGE>

          (j)  "Exercise Date" shall mean the last day of each Offering Period.
                -------------

          (k)  "Fair Market Value" shall mean, as of any date, the value of
                -----------------
Common Stock determined as follows:

               (1) If the Common Stock is listed on any established stock
          exchange or a national market system, including without limitation the
          National Market System of the National Association of Securities
          Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market
          Value shall be the closing sale price for the Common Stock on the date
          of such determination (or if no such price is reported on such date,
          such price as reported on the nearest preceding day), as quoted on
          such system or exchange (or the exchange with the greatest volume of
          trading in Common Stock) as reported in The Wall Street Journal or
                                                  -----------------------
          such other source as the Administrative Committee deems reliable;

               (2) If the Common Stock is quoted on the NASDAQ System (but not
          on the National Market System thereof) or is regularly quoted by a
          recognized securities dealer but selling prices are not reported, its
          Fair Market Value shall be the mean of the closing bid and asked
          prices for the Common Stock on the date of such determination (or if
          such prices are not reported on such date, such prices as reported on
          the nearest preceding day), as reported in The Wall Street Journal or
                                                     -----------------------
          such other source as the Administrative Committee deems reliable, or;

               (3) If the Fair Market Value is not determined pursuant to (1) or
          (2) above, then the Fair Market Value shall be determined in good
          faith by the Administrative Committee.

          (l)  "New Exercise Date" shall have the meaning set forth in Section
                -----------------
               18(c) of the Plan.

          (m)  "Offering Period" shall mean (unless changed pursuant to Section
                ---------------
               4, Section 18(b) or Section 18(c) of the Plan by the
               Administrative Committee at least fifteen (15) days prior to the
               scheduled beginning of the first offering period to be affected
               thereby), a period of approximately six months, commencing on the
               first Trading Day on or after January 1 and terminating on the
               last Trading Day in the period ending the following June 30, or
               commencing on the first Trading Day on or after July 1 and
               terminating on the last Trading Day in the period ending the
               following December 31; provided, however, that subject to Section
               22, the first Offering Period shall be the period of
               approximately six months, commencing on the first Trading Day in
               1996 on or after the date (which date may be in 1995) of the
               closing of the sale of Common Stock pursuant to the Company's
               registration statement on Form S-1 (or any successor form
               thereof) which has been declared effective by the Securities and
               Exchange Commission and terminating on the last Trading Day in
               the period ending June 30, 1996 (if the Offering Period commences
               before June 30, 1996) or ending December 31, 1996 (if not).

                                        2

<PAGE>

          (n)  "Option" shall mean the right to purchase Common Stock under the
                ------
               Plan during a particular Offering Period.

          (o)  "Participant" shall mean, with respect to any Offering Period, an
                -----------
               Employee who is eligible to participate in the Plan on the
               Enrollment Date of such Offering Period and who properly elects
               to participate in the Plan during such Offering Period.

          (p)  "Plan" shall mean this 1996 Employee Stock Purchase Plan of AMX
                ----
               Corporation.

          (q)  "Purchase Price" shall mean an amount equal to 85% of the Fair
                --------------
               Market Value of a share of Common Stock on the Enrollment Date or
               on the Exercise Date, whichever is lower; provided, however, the
               Administrative Committee may (so long as it does so in compliance
               with Section 423 of the Code and Rule 16b-3) increase such
               percentage if such increase is announced at least fifteen (15)
               days prior to the scheduled beginning of the first Offering
               Period to be affected thereby.

          (r)  "Reserves" shall mean the number of shares of Common Stock
                --------
               reserved for issuance under the Plan but not yet issued.

          (s)  "Rule 16b-3" shall have the meaning set forth in Section 1 of the
                ----------
               Plan.

          (t)  "Section 16b Participant" shall mean any participant in the Plan
                -----------------------
               who is, by reason of his or her relationship to the Company,
               subject to the provisions of Section 16 of the Exchange Act.

          (u)  "Section 16b Participation Form" shall have the meaning set forth
                ------------------------------
               in Section 5(c) of the Plan.

          (v)  "September Stock Split" shall mean the 2-for-1 stock split of the
                ---------------------
               Company's Common Stock which occurred on September 12, 1995 prior
               to the adoption of the Plan.

          (w)  "Stock Purchase Agreement" shall have the meaning set forth in
                ------------------------
               Section 5(a) of the Plan.

          (x)  "Subsidiary" shall mean those corporations, domestic or foreign,
                ----------
               of which not less than 50% of the voting shares are held by the
               Company or a Subsidiary, whether or not such corporation now
               exists or is hereafter organized or acquired by the Company or a
               Subsidiary, that the Administrative Committee elects to allow the
               employees thereof to be eligible to participate in the Plan.

          (y)  "Trading Day" shall mean a day on which national stock exchanges
                -----------
               and the NASDAQ System are open for trading.

                                       3

<PAGE>

     3.   Eligibility.
          -----------

          (a) Any Employee who shall be employed on an Enrollment Date for any
given Offering Period shall be eligible to participate in the Plan for such
Offering Period. It is intended that the Plan provide for broad-based employee
participation and that the terms of the Plan not discriminate in favor of
highly-compensated employees.

          (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an Option under the Plan (i) to the extent,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock and/or hold outstanding options to purchase such stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of the capital stock of the Company, its parent corporation or of
any subsidiary, or (ii) to the extent his or her rights to purchase stock under
all employee stock purchase plans of the Company and its parent and subsidiary
corporations accrue at a rate that exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such Option is granted) for each calendar year in which such Option is
outstanding at any time.

     4.   Offering Periods. The Plan shall be implemented on consecutive
          ----------------
Offering Periods with a new Offering Period commencing on the first Trading Day
on or after January 1 and July 1 of each year, or on such other date as the
Administrative Committee shall determine, and continuing thereafter until
terminated in accordance with Section 19 hereof. The Administrative Committee
shall have the power to change the duration of Offering Periods (including the
commencement and/or termination dates thereof) with respect to future offerings
without shareholder approval if such change is announced at least fifteen (15)
days prior to the scheduled beginning of the first Offering Period to be
affected thereby. Notwithstanding anything to the contrary, no Option shall be
exercised after the expiration of 27 months from the date of its grant.

     5.   Participation.
          -------------

          (a) An Employee who is eligible to participate in the Plan on a given
Enrollment Date may become a participant in the Plan by completing an
Enrollment/Change form ("Enrollment/Change Form"), a Section 16b Participation
Form (if applicable) and a Stock Purchase Agreement ("Stock Purchase Agreement")
authorizing payroll deductions in the form of Exhibits A and B (if applicable)
and C to the Plan and filing them with the Company's payroll office on or prior
to the applicable Enrollment Date. Such forms may be changed from time to time
as determined by the Administrative Committee.

          (b) A Participant's acquisition of Common Stock under the Plan during
any Offering Period shall neither limit nor require the Participant's
acquisition of Common Stock during any subsequent Offering Period.

          (c) Section 16b Participants will be required to execute and deliver a
Section 16b Participation Form in the form of that attached hereto as Exhibit B
("Section 16b Participation Form"). Section 16b Participants will be required to
comply with the terms of Rule 16b-3 as it may be amended from time to time, as
well as with the remaining terms and provisions of the Plan.

                                        4

<PAGE>

     6.   Payroll Deductions.
          ------------------

          (a) At the time a Participant files his or her Enrollment/Change Form,
Section 16b Participation Form (if applicable), and Stock Purchase Agreement, he
or she shall elect to have deducted from his or her Compensation that is paid
during the Offering Period a whole number percentage not exceeding ten percent
(10%) of such Compensation unless such election is sooner terminated as provided
in the Plan.

          (b) All payroll deductions made for a Participant shall be credited to
his or her account under the Plan. A Participant may not make any additional
payments to such account.

          (c) Subject to Section 5(c), a Participant may discontinue his or her
status as a Participant in the Plan as provided in Section 10 hereof or may
increase or decrease the percentage of his or her payroll deductions during the
Offering Period by completing or filing with the Company a new Enrollment/Change
Form and a Section 16b Participation Form (if applicable) authorizing a change
in payroll deduction percentage. One change (other than for Section 16b
Participants) is permitted during an Offering Period unless the Administrative
Committee, in its discretion, increases or decreases the number of participation
rate changes in the payroll deduction percentages during any Offering Period.
The change in percentage shall be effective with the first full payroll period
following ten (10) Trading Days after the Company's receipt of the new
Enrollment/Change Form. A Participant's Enrollment/Change Form and Stock
Purchase Agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.

          (d) The Participant shall make such arrangements as the Company may
require for the satisfaction of all applicable federal, state and local income
tax and employment tax withholding requirements.

     7.   Grant of Option. On the Enrollment Date of each Offering Period, each
          ---------------
Participant in the Plan in such Offering Period shall be granted an Option to
purchase on the Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Company's Common Stock
determined by dividing such Employee's payroll deductions accumulated on or
prior to such Exercise Date and retained in the participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during any Offering Period more than one
thousand (1,000) (such number has been determined after the September Stock
Split) whole shares of the Company's Common Stock (subject to adjustment as
provided in Section 18), and provided further that such purchase shall be
subject to the limitations set forth in Sections 3(b) and 12 hereof. To the
extent an Option is not exercised on the appropriate Exercise Date, it shall
expire.

     8.   Exercise of Option. Unless a Participant withdraws from the Plan as
          ------------------
provided in Section 10 hereof, his or her Option for the purchase of shares
during an Offering Period shall be exercised automatically on the Exercise Date
of such Offering Period, and the maximum number of full shares subject to an
Option shall be purchased by such Participant at the applicable Purchase Price
with the accumulated payroll deductions in his or her account (subject to
withholding deductions made pursuant to Section 6(d) of the Plan). No fractional
shares shall be purchased; any payroll deductions accumulated in a Participant's
account that remain in a Participant's account on an Exercise Date solely
because they are not sufficient to purchase a full

                                        5

<PAGE>

share shall be retained in the Participant's account for the subsequent Offering
Period, unless such amounts are refunded as provided in Section 10 hereof. Any
other monies left over in a Participant's account after the Exercise Date,
including but not limited to those remaining by reason of the maximum limitation
on the number of shares a Participant can acquire in any one Offering Period,
shall be returned to the Participant. During a Participant's lifetime, a
Participant's Option to purchase shares hereunder is exercisable only by him or
her.

     9.   Delivery. As promptly as practicable after each Exercise Date on which
          --------
a Participant purchases shares upon the exercise of an Option, the Company shall
arrange for the delivery to each Participant, as appropriate, of a certificate
representing the shares purchased.

     10.  Termination of Payroll Deductions; Termination of Employment.
          ------------------------------------------------------------

          (a) Subject to Section 5(c), a Participant may, at any time prior to
the Exercise Date, terminate his or her outstanding Options and terminate his or
her participation in the Plan by filing an Enrollment/Change Form with the
Company setting forth such election, and no further amounts shall be deducted
from the Participant's Compensation with respect to such Offering Period. Any
amounts in such Participant's account shall, at the Participant's election, be
refunded as soon as possible or held for the purchase of shares of Common Stock
on the next Exercise Date. If no such election is made at the time such Options
are terminated, then such amounts shall be refunded as soon as possible.

          (b) The termination of such Options shall be irrevocable, and the
Participant may not subsequently become a Participant during the Offering Period
for which the terminated Options were granted. In order to resume participation
in any subsequent Offering Period, such individual must re-enroll in the Plan
(by making a timely filing of the prescribed Enrollment/Change Form) on or
before the Enrollment Date of the new Offering Period.

          (c) Upon a Participant's ceasing to be an Employee for any reason, he
or she will be deemed to have elected to terminate his or her outstanding
Options and his or her participation in the Plan. Thereafter, the amounts in
such Participant's account not yet used to exercise the Options will be refunded
to such Participant or, in the case of his or her death, to the person or
persons entitled thereto as a result of a transfer pursuant to Section 15, and
such Participant's Options will be automatically terminated. The preceding
sentence notwithstanding, a Participant who receives payment in lieu of notice
of termination of employment shall be treated as continuing to be an Employee
for the Participant's customary number of hours per week of employment during
the period for which the Participant receives such payment in lieu of notice.

          (d) A Participant's termination of Options and participation in the
Plan will not have any effect upon his or her eligibility to participate in any
similar plan that may hereafter be adopted by the Company or under the Plan in
succeeding Offering Periods that commence after the Offering Period during which
such termination occurs.

     11.  Interest. No interest shall accrue on the payroll deductions of a
          --------
Participant in the Plan.

     12.  Stock.
          -----

                                       6

<PAGE>

          (a) The maximum number of shares of the Company's Common Stock that
shall be made available for sale under the Plan shall be 250,000 (such number
has been determined after the September Stock Split) shares, subject to
adjustment as provided in Section 18 hereof. If on a given Exercise Date the
number of shares of Common Stock with respect to which Options are to be
exercised exceeds the number of shares of Common Stock then available under the
Plan, the Administrative Committee shall make a pro rata allocation of the
shares remaining available for purchase in as uniform and nondiscriminatory a
manner as shall be practicable and as it shall determine to be equitable and in
compliance with Section 423 of the Code. The payroll deductions of each
Participant shall be refunded to the extent they are in excess of the Purchase
Price of the shares of Common Stock allocated to such Participant.

          (b) No Participant nor any person to whom an Option is transferred
under Section 15 shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares of Common Stock under the Plan,
including but not limited to rights to vote or to receive dividends, unless and
until such person has satisfied all requirements for the delivery of such shares
of Common Stock pursuant to the Plan, the certificates evidencing such shares of
Common Stock have been issued and such person has become a record holder of such
Shares.

          (c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant and
his or her spouse.

     13.  Administration.
          --------------

          (a) The Plan shall be administered by the Board of Directors of the
Company or a committee of members of the Board of Directors of the Company
appointed by the Board of Directors of the Company. The Administrative Committee
shall have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision and determination
made by the Administrative Committee shall, to the full extent permitted by law,
be final and binding upon all parties.

          (b) Notwithstanding the provisions of Section 13(a), in the event that
Rule 16b-3 provides specific requirements for the administrators of plans of
this type, the Plan shall be administered only by such a body and in such a
manner as shall comply with the applicable requirements of Rule 16b-3. Unless
permitted by Rule 16b-3, no discretion concerning decisions regarding the Plan
shall be afforded to any committee or person that is not "disinterested", as
that term is used in Rule 16b-3.

          (c) With respect to Section 16b Participants, the transactions under
the Plan are intended to comply with all applicable conditions of Rule 16b-3
and, with respect to such persons, all transactions shall be subject to such
conditions regardless of whether they are expressly set forth in the Plan or the
Stock Purchase Agreement, Enrollment/Change Form or the Section 16b
Participation Form. To the extent any provision of the Plan or action by the
Administrative Committee fails to so comply, it shall not apply to such persons
or their transactions and shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Administrative Committee.

                                       7

<PAGE>

     14.  Term of Plan. The Plan shall continue in effect until September 1,
          ------------
2005 unless sooner terminated under Section 19 hereof.

     15.  Transferability. 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 the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, or the laws of descent and
distribution) by the Participant and may be exercised during the lifetime of the
Participant only by the Participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the
Administrative Committee may treat such act as an election to terminate the
Options and terminate participation in the Plan during the Offering Period
during which such attempt occurs.

     16.  Use of Funds. All payroll deductions received or held by the Company
          ------------
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions or hold such
funds in a trust fund.

     17.  No Right to Employment. Nothing in the Plan shall confer upon any
          ----------------------
Participant any right to continue in the employ of the Company or any Subsidiary
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Company or any Subsidiary or of the Participant, which
rights are hereby expressly reserved by each, to terminate such person's
employment at any time for any reason, with or without cause.

     18.  Adjustments Upon Changes in Capitalization.
          ------------------------------------------

          (a) Subject to any required action by the shareholders of the Company,
the Reserves, the maximum number of shares of the Company's Common Stock that
shall be made available for sale under the Plan, the price per share of Common
Stock covered by each Option under the Plan that has not yet been exercised and
the limitations on the number of shares permitted to be purchased in each
Offering Period as set forth in Section 7 shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split (occurring after the September Stock Split),
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Administrative Committee, whose determination in
that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

          (b) In the event of the proposed dissolution or liquidation of the
Company, the Offering Period during which such dissolution or liquidation would
otherwise occur will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Administrative Committee.

          (c) In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger or consolidation of the Company with or
into another entity (in which the

                                       8

<PAGE>

shareholders of the Company receive cash or securities of another issuer or any
combination thereof in exchange for their shares of Common Stock), each Option
under the Plan shall be assumed or an equivalent option shall be substituted by
such successor entity or a parent or subsidiary of such successor entity, unless
the Administrative Committee determines, in the exercise of its sole discretion
and in lieu of such assumption or substitution, to shorten the Offering Period
then in progress by setting a new Exercise Date (the "New Exercise Date") or to
cancel each outstanding Option and refund all sums then held in the accounts of
Participants. If the Administrative Committee shortens the Offering Period then
in progress in lieu of assumption or substitution in the event of a merger,
consolidation or sale of assets, the Administrative Committee shall notify each
Participant in writing, at least ten business days prior to the New Exercise
Date, that the Exercise Date for his or her Option has been changed to the New
Exercise Date and that his or her Option will be exercised automatically on the
New Exercise Date, unless prior to such date he or she has terminated his or her
Options and participation in the Plan as provided in Section 10 hereof. For
purposes of this paragraph, an Option shall be deemed to be assumed if,
following the sale of assets, merger or consolidation, the Option confers the
right to purchase, for each share of Common Stock subject to the Option
immediately prior to the sale of assets or merger or consolidation, the
consideration (whether stock, cash or other securities or property) received in
the sale of assets or merger or consolidation by holders of Common Stock for
each share of Common Stock held on the effective date of the consummation of the
transaction (and if such holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if such consideration received
in the sale of assets, consolidation or merger was not solely common equity of
the successor entity or its parent (as defined in Section 424(e) of the Code),
the Administrative Committee may, with the consent of the successor entity,
provide for the consideration to be received upon exercise of the Option to be
solely common equity of the successor entity or its parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
sale of assets, merger or consolidation.

         19.   Termination. The Administrative Committee may at any time and for
               -----------
any reason terminate the Plan, including but not limited to, when all shares of
Common Stock available for sale under the Plan as set forth in Section 12(a)
have been sold pursuant to Options exercised under the Plan. Except as provided
in Section 18 hereof, no such termination shall affect outstanding Options.

         20.   Amendment of the Plan.
               ---------------------

               (a)  Subject to Section 20(c), the Administrative Committee at
any time, and from time to time, may amend the Plan; provided, however, that if
required by Rule 16b-3, no amendment shall be made more than once every six
months other than to comport with changes in the Code or the rules and
regulations promulgated thereunder.

               (b)  It is expressly contemplated that the Administrative
Committee may amend the Plan in any respect the Administrative Committee deems
necessary or advisable to bring the Plan and/or Options granted under it into
compliance with the Code and with Rule 16b-3.

               (c)  Notwithstanding anything to the contrary contained herein,
the Company shall obtain shareholder approval of any Plan amendment to the
extent necessary or desirable to comply with Rule 16b-3 or with Section 423 of
the Code (or any successor rule or statute or other

                                        9

<PAGE>

applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or quoted). Such
shareholder approval, if required, shall be obtained in such a manner and to
such a degree as is required by the applicable law, rule or regulation.

               (d)       Rights and obligations under any Option granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan unless (i) the Company requests the consent of the Participant to whom the
Option was granted or his or her successor and (ii) such person consents in
writing.

               (e)       Subject to compliance with the other provisions of
Section 20, without shareholder consent the Administrative Committee shall be
entitled to change the Offering Periods, limit the frequency and/or number of
changes in the amount withheld during an Offering Period, increase the
percentage of Fair Market Value used for the Purchase Price, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with amounts withheld from the Participant's
Compensation, and establish such other limitations or procedures as the
Administrative Committee determines in its sole discretion advisable that are
consistent with the Plan.

         21.   Notices.  All notices or other communications by a Participant to
               -------
the Company under or in connection with the 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. Any written
notice to a Participant required by the provisions of the Plan shall be
addressed to the Participant at the address on file with the Company and shall
become effective 3 days after it is mailed by certified mail, postage prepaid to
such address or at the time of delivery if delivered sooner by messenger or
overnight courier.

         22.   Effective Date. The Plan was adopted by the Board of Directors of
               --------------
the Company as of 5:00 p.m. September 12, 1995 and shall become effective on the
first Trading Day of the first Offering Period, provided, however, that no
                                                --------
Options granted under the Plan shall be exercised, and no shares of Common Stock
shall be issued hereunder, until (i) the Plan shall have been approved by the
shareholders of the Company and (ii) the Company shall have complied with all
applicable requirements of the Securities Act of 1993, as amended, all rules and
regulations promulgated thereunder (including the registration of the shares of
Common Stock issuable under the Plan on a Form S-8 registration statement filed
with the Securities and Exchange Commission), all applicable requirements of any
stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading (or approved for listing upon issuance), all
applicable state securities laws, the Exchange Act, the rules and regulations
promulgated thereunder and all other applicable requirements established by law
or regulation; and (iii) if sought by the Company, the approval of counsel for
the Company regarding such compliance. In the event such shareholder approval is
not obtained, or such compliance is not effected, within twelve (12) months
after the date on which the Plan is adopted by the Board of Directors of the
Company, the Plan shall terminate and have no further force or effect and all
sums collected from Participants hereunder shall be refunded.

                                       10

<PAGE>

         23.   Laws.  The provisions of the Plan shall be governed by the laws
               ----
of the State of Texas without resort to that state's conflict of laws rules.

                                       11

<PAGE>

                                                                     EXHIBIT "A"
                                                                     -----------

                                AMX CORPORATION
                   1996 EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
                             ENROLLMENT/CHANGE FORM
<TABLE>

<S>           <C>
SECTION 1:    Action:                                              Complete Sections:
              ------                                               -----------------

ACTIONS       ______ New Enrollment                                2, 3, 6 and sign attached
                                                                   Stock Purchase Agreement
              ______ Payroll Deduction Change                      2, 4, 6
              ______ Terminate Payroll Deductions                  2, 5, 6
              ______ Change in Stock Issuance Directions           2, 6

=================================================================================================================================

SECTION 2:    Name_____________________________________________________         Dept.____________________________________________
PERSONNEL              Last              First               MI
DATA          Home Address_______________________________________________________________________________________________________
                               Street

              ___________________________________________________________________________________________________________________
              City                      State                               Zip Code

              Social Security No.: ______ ______ ______ - ______ ______ - ______ ______ ______ ______


=================================================================================================================================
SECTION 3:    Effective with Offering Period:                    Payroll Deduction Amount: ________% of base Compensation*
NEW           ______  January 1, 199__
ENROLLMENT    ______  July 1, 199__                        *Must be a multiple of 1% up to a maximum of 10% of base Compensation
              ______  Initial Offering Period - [   ], 199__


=================================================================================================================================
SECTION 4:    Effective with the Pay Period Beginning:             I authorize the following new level of
PAYROLL       ______________________________________________________ payroll deduction: _____% of base Compensation*
DEDUCTION     Month                  Day                    Year
CHANGE                                               *Must be a multiple of 1% up to a maximum of 10% of base Compensation

              NOTE: Unless you are subject to Section 16b of the Securities Exchange Act of 1934, as amended, you may increase or
              ----
                    reduce your rate of payroll deductions once per Offering Period to become effective ten (10) Trading Days
                    after the Company's receipt of the Enrollment/Change Form.

=================================================================================================================================
SECTION 5:    Effective with the Pay Period Beginning: Your election to terminate your payroll deductions for the balance of the
TERMINATE     Offering Period cannot be _____________________________ changed, and you may not rejoin the Offering Period at a
PAYROLL                                 Month      Day       Year     later date. You will not be able to resume participation
DEDUCTIONS                                                            in the ESPP prior to the commencement of the next Offering
                                                                      Period.

              In connection with my voluntary termination of payroll deductions, I elect the following action regarding my ESPP
              payroll deductions to date in the current Offering Period:

              ______Purchase shares of AMX Corporation at end of the period

                           OR

              ______Refund ESPP payroll deductions collected

              NOTE:    If your employment terminates for any reason or your eligibility status changes (*20 hrs/wk or *5
              ----
                       months/yr), you will immediately cease to participate in the ESPP, and your ESPP payroll deductions
                       collected will automatically be refunded to you or in the case of your death, to the persons entitled
                       thereto, as set forth in the Plan.

* denotes less than.
=================================================================================================================================
SECTION 6:
AUTHORIZATION

I would like any Common Stock certificate to be issued as follows: (Print name(s) exactly as they should appear.)

___My name only, __________________________________.
___My Name, ______________________, and my spouse, ____________________, ____ as community property or ___ as joint tenants.
___Issued in street name and delivered to my designated brokerage:

         Name on account        _______________________
         Account Number         _______________________
         Brokerage Firm         _______________________
         Account Representative _______________________

Date:______________________________   __________________________________________
                                                  Signature of Employee

                  NOTE:    Unless otherwise defined herein, the terms defined in the ESPP shall have the same meanings in this
                  ----     Enrollment/Change Form. The ESPP is hereby incorporated herein by reference and in the event of
                           any conflict between the terms and conditions of the ESPP and this Enrollment/Change Form, the terms
                           and conditions of the ESPP shall prevail.
</TABLE>


<PAGE>


                           AMX CORPORATION ("COMPANY")               EXHIBIT "B"
                   1996 EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
                         SECTION 16b PARTICIPATION FORM
<TABLE>
<S>         <C>
SECTION 1:
PURPOSE     This special participation form is for Participants who are subject to Section 16b of the Exchange Act.
            Unless otherwise defined herein, the terms defined in the ESPP shall have the same meanings in this
            Section 16b Participation Form. The ESPP is hereby incorporated herein by reference and in the event of any
            conflict between the terms and conditions of the ESPP and this Section 16b Form, the terms and conditions of
            the ESP shall prevail.
==============================================================================================================================

SECTION 2:  Name_________________________________________________________________________________________________________
PERSONNEL         Last                               First                              MI
DATA

            Social Security No.:______ _______ _______  -  ______ ______ - _______ _______ ______ _______

==============================================================================================================================
SECTION 3:
COMMITMENT  I hereby irrevocably commit to remain a participant in the ESPP for the following period (the "Commitment
Common
PERIOD      Period") and to acquire shares of Stock on each Exercise Date under the ESPP which occurs within the Commitment Period:

            ____  the period beginning with the filing of this form with the ESPP administrator and ending on
                  _______________________ (must extend through at least one Exercise Date more than six (6) months after
                  the filing date), or

            ____  my entire period of ESPP participation (which must extend at least one Exercise Date more than six (6)
                  months after the filing date).

            NOTE: The Commitment Period, together with my participation in the ESPP, will in all events terminate upon my
            ----  cessation of employment with the Company.

==============================================================================================================================
SECTION 4:
PAYROLL     I hereby authorize the Company to deduct from each of my paychecks during the Commitment Period the percentage
Investment
DEDUCTION   of pay specified below for in shares of Common Stock under the ESPP:

            ______ ______% of my base salary per pay period (any multiple of 1% up to a maximum of 10%).

            The specified rate of payroll deduction will remain in effect for the entire Commitment Period, and I will not
            change such rate of deduction, or otherwise suspend or terminate such deductions, at any time during the
            Commitment Period. However, no further payroll deductions may be made to the ESPP after my termination of
            employment with the Company.

            NOTE:  The specified rate of payroll deduction may only be changed upon six (6) months advance notice to
            ----   the ESPP administrator. Any such change in the rate of payroll deduction will not become effective
                   until six (6) months after the date the notice of such change is filed with the ESPP administrator.

==============================================================================================================================
SECTION 5:
WAIVER      I hereby waive my right under the ESPP to withdraw any payroll deductions made on my behalf during the
            Commitment Period, and none of those deductions may be refunded to me, except as otherwise specifically
            provided under the provisions of the ESPP mandating the refund of payroll deductions upon a Participant's
            termination of employment. Accordingly, all my payroll deductions at the rate specified in Section 4 above
            are to be applied to the purchase of shares of Common Stock on each Exercise Date within the Commitment Period
            during which I continue in the Company's employ. Such waiver will remain in effect for the entire Commitment
            Period.

                                                                                             _________ Please initial here.


            NOTE:  The waiver may only be revoked upon six (6) months advance notice to the ESPP administrator. Only
            ----   payroll deductions made on the officer's behalf more than six (6) months after such revocation is filed
                   with the ESPP administrator may be withdrawn from the ESPP or otherwise refunded to the officer.


==============================================================================================================================
SECTION 6:
AUTHORI-    To the extent there is any conflict between the commitments made pursuant to this Section 16b Participation
ZATION      Form and any other payroll deduction authorizations or other agreements or commitments in effect for me for
            the same period under the ESPP, the terms of this Section 16b Participation Form will control. The commitments
            made in this Section 16b Participation Form are irrevocable, except to the limited extent otherwise indicated
            above.

Date Signed:_____________________________         Signature:____________________________________

Date Filed:______________________________
</TABLE>

<PAGE>

                                 AMX CORPORATION                     EXHIBIT "C"
                            STOCK PURCHASE AGREEMENT

         I hereby elect to participate in the 1996 Employee Stock Purchase Plan
(the "ESPP") for the Offering Period specified below, and I hereby subscribe to
purchase shares of Common Stock of AMX Corporation, a Texas corporation (the
"Company"), in accordance with the provisions of this Stock Purchase Agreement
("Agreement") and the ESPP. I hereby authorize payroll deductions from each of
my paychecks during the period in the 1% multiple of my Compensation (not to
exceed a maximum of 10%) specified in my attached Enrollment/Change Form.
Capitalized terms shall have the meaning set forth in the ESPP unless the
context otherwise requires.

         I understand that subsequent Offering Periods will begin on the first
Trading Day of January and July each year, and my participation will
automatically remain in effect from one Offering Period to the next in
accordance with my payroll deduction authorization, unless I withdraw from the
ESPP or change the rate of my payroll deduction or unless my employment status
changes.

         I understand that my payroll deductions will be accumulated for the
purchase of shares of the Company's Common Stock on the last Trading Day of each
six-month Offering Period. The Purchase Price per share will be 85% of the lower
of (i) the Fair Market Value per share of Common Stock on the Enrollment Date of
the Offering Period or (ii) the Fair Market Value per share of Common Stock on
the Exercise Date.

         I understand that unless I am a Section 16b Participant I can withdraw
from the ESPP at any time prior to the last Trading Day of the Offering Period
and elect to have the Company refund all my payroll deductions for that period
or to have such payroll deductions applied to the purchase of Common Stock at
the end of such Offering Period. However, I may not rejoin that particular
Offering Period at any later date. Upon the termination of my employment for any
reason or my loss of eligible Employee status, my participation in the ESPP will
immediately cease and all my payroll deductions in my account under the ESPP on
such date will automatically be refunded. Should I die while an ESPP
Participant, my payroll deductions will automatically cease and my estate will
receive a refund of my payroll deductions. I further understand that I may
change the rate of my payroll deductions on one occasion (currently) per
Offering Period.

         I understand that I will receive a stock certificate for the shares
purchased on my behalf after the end of each Offering Period. The certificate
will be issued in the name or names I have selected on the Enrollment/Change
Form accompanying this Agreement or will be deposited directly in my designated
brokerage account.

         I understand that the Company has the right, exercisable in its sole
discretion, to amend or terminate the ESPP at any time, with such amendment or
termination to become effective immediately following the exercise of
outstanding Options at the end of any current Offering Period. Should the
Company elect to terminate the ESPP, I will have no further rights to purchase
shares of Common Stock pursuant to this Agreement.

         I understand that the ESPP sets forth restrictions (i) limiting the
maximum number of shares which I may purchase during any Offering Period and
(ii) prohibiting me from purchasing more than $25,000 worth of Common Stock for
each calendar year my Option remains outstanding.

         I acknowledge that I have received a copy of the official Plan
Prospectus summarizing the major features of the ESPP. I have read this
Agreement and the Prospectus and hereby agree to be bound by the terms of both
this Agreement and the ESPP. The effectiveness of this Agreement is dependent
upon my eligibility to participate in the ESPP.

         I understand that neither payroll deductions credited to my account nor
any rights with regard to the exercise of an Option or to receive shares under
the ESPP may be assigned, transferred, pledged or otherwise disposed of in any
way (other than by will or the laws of descent and distribution) and may be
exercised only by me during my lifetime.

         I understand that the grant and/or exercise of the Options will have
federal and state income tax consequences. I further understand that I should
consult a tax adviser upon the grant of the Option and before exercising this
Option or disposing of the shares, particularly with respect to my state's tax
laws.

         I understand that the ESPP is incorporated herein by reference unless
defined herein, the terms defined in the ESPP shall have the same meanings in
this Stock Purchase Agreement. In the event of any conflict between terms and
conditions of the ESPP and this Stock Purchase Agreement, the terms and
conditions of the ESPP shall control. The ESPP, the Enrollment/Change Form, the
Section 16b Participation Form (if applicable) and this Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and me with respect to the subject matter hereof, and may not be modified
adversely to me except by means of a writing signed by the Company and me. This
Agreement is governed by Texas law except for that body of law pertaining to
conflict of laws.

         By my signature and the signature of the Company's representative
below, I acknowledge and agree that I have reviewed the ESPP, the
Enrollment/Change Form, the Section 16b Participation Form (if applicable) and
this Agreement in their entirety, have had an opportunity to obtain the advice
of counsel prior to executing this Agreement and fully understand all provisions
of the ESPP.

         Date: _________________, 199__.




                                           _____________________________________
                                           Signature of Employee

                                           Printed Name: _______________________


         Start Date of my Offering Period: ___________________, 199__

<PAGE>

                               FIRST AMENDMENT TO
                                 AMX CORPORATION
                        1996 EMPLOYEE STOCK PURCHASE PLAN

1.   On September 12, 1995, AMX Corporation, a Texas corporation (the
"Company"), adopted the AMX Corporation 1996 Employee Stock Purchase Plan (the
"Plan"). The Company desires to amend the Plan as set forth herein.

2.   A new Section 24 is hereby added to the Plan to provide in its entirety as
follows:

     24. Tax Withholding.
         ---------------

     (a) As a condition to participation in the Plan, the Participant shall make
such arrangements as the Administrative Committee may require for the
satisfaction of any applicable federal, state, local or foreign withholding tax
obligations that may arise in connection with the exercise of an Option and the
issuance of shares of Common Stock. The Company shall not be required to issue
any shares of Common Stock under the Plan until such obligations are satisfied.

     (b) In the case of an Employee and in the absence of any other arrangement,
the Employee shall be deemed to have directed the Company to withhold or collect
from his or her compensation an amount sufficient to satisfy such tax
obligations from the payroll payments otherwise payable after the date of an
exercise of the Option.

3.   The following language is hereby added as an additional paragraph to
Exhibit C to the Plan

  I understand that upon notification of the amount due (if any) as a result of
the exercise of the Option and prior to or concurrent with delivery of the
certificate representing the shares of Common Stock, I am required to pay to the
Company as provided in the Plan amounts necessary to satisfy applicable federal,
state and local tax withholding requirements.

4.   The remaining terms and provisions of the Plan shall continue in full force
and effect.

5.   This First Amendment to the Plan was adopted by the Board of Directors on
July 17, 2001.



<PAGE>


                               SECOND AMENDMENT TO
                                 AMX CORPORATION
                        1996 EMPLOYEE STOCK PURCHASE PLAN


1.     On September 12, 1995, AMX Corporation, a Texas corporation (the
"Company"), adopted the AMX Corporation 1996 Employee Stock Purchase Plan (the
"Plan"), as amended by that certain First Amendment to the Plan as adopted by
the Board of Directors on July 17, 2001. The Company desires to further amend
the Plan as set forth herein.

2.     Section 12(a) is hereby amended and restated to provide in its entirety
as follows:

       12.  Stock
            -----

(a) The maximum number of shares of the Company's Common Stock that shall be
    made available for sale under the Plan shall be 500,000 shares (such number
    has been determined after the September Stock Split), subject to adjustment
    as provided in Section 18 hereof. If on a given Exercise Date the number of
    shares of Common Stock with respect to which Options are to be exercised
    exceeds the number of shares of Common Stock then available under the Plan,
    the Administrative Committee shall make a pro rata allocation of the shares
    remaining available for purchase in as uniform and nondiscriminatory a
    manner as shall be practicable and as it shall determine to be equitable
    and in compliance with Section 423 of the Code. The payroll deductions of
    each Participant shall be refunded to the extent they are in excess of the
    Purchase Price of the shares of Common Stock allocated to such Participant.

3.     The remaining terms and provisions of the Plan shall continue in full
force and effect.

4.     This Second Amendment to the Plan was adopted by the (a) Board of
Directors on July 17, 2001 and (b) the shareholders on August 22, 2001.