<PAGE>
                                                                    EXHIBIT 10.6

                          ASSOCIATE EQUITY GAIN PROGRAM

1.    Purpose.

      Directed Electronics, Inc., a Florida corporation (the "Company") proposes
to grant to qualifying employees (the "Associates") of the Company the right to
participate in the program set forth in this document, which shall be known as
the Associate Equity Gain Program. The motivation and purpose of this program
shall be to (i) recognize the significant contribution of Associates to the
success of the Company, (ii) furnish the Associates with incentives to improve
operations and increase profits of the Company and (iii) encourage Associates to
accept or continue employment or affiliation with the Company.

2.    Definitions.

      (a)   "Board" shall mean the Board of Directors of the Company.

      (b)   "Participate" shall mean the right to participate in this plan,
            subject to the terms and conditions described in the plan.

      (c)   "Qualifying Associate" shall mean any U.S. based employee of the
            Company with at least one full year of employment, as measured from
            the date of hire, employed by the Company at the time of a Liquidity
            Event. A "Qualifying Associate" shall exclude (i) all members of the
            Company's Executive Committee, (ii) any member of management or any
            other employee who either has an ownership interest in the Company
            or who at any time has been formally offered an ownership interest
            or opportunity to invest in the Company, and (iii) all employees
            whose customary employment is 20 hours or less per week.

      (d)   "Liquidity Event" shall mean any sale or transfer of all or
            substantially all of the Company's assets, any merger or other
            transaction involving Company stock and resulting in the transfer of
            the controlling interest of the Company, or a public offering of the
            Company's stock.

      (e)   "Program" shall mean the Associate Equity Gain Program

      (f)   "Distribution" shall mean the payment of any Reserve by the
            Committee to the Qualifying Associates under the terms of the
            Program.

      (g)   "Committee" shall mean either the full Board, if the full Board is
            administering the Program, or to the committee or person appointed
            by the Board to administer the Program.


3.    Administration.

      The Committee shall administer the Program and, in connection therewith,
may interpret the Program, prescribe, amend, and rescind any rules and / or
regulations necessary or appropriate for the administration of the Program, and
make such other determinations and take such other actions, as it deems
necessary or advisable. Without limiting the generality of the foregoing
sentence, the Committee may, in its discretion, treat all or any portion of any
period during which an Associate is on military or on an approved leave of
absence from the Company as a period of service of such Associate with the
Company for purposes of accrual of his or her rights under the Program.

      Any interpretation, determination, or other action made or taken by the
Committee shall be final, binding and conclusive. Any action reduced to writing
and signed by all members of the Committee shall be as fully effective as if it
had been taken by vote at a meeting duly called and held. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Program.
<PAGE>
4.    Reserve.

      (a)   Upon the occurrence of a Liquidity Event the Company will reserve an
amount of cash based on the following formulation.

            (i)   If a Liquidity Event results in a payment to the Company's
security holders of at least forty dollars ($40) U.S. per share (calculated on
a fully diluted basis and after giving effect to all transaction expenses and
all payments contemplated by the Program), the aggregate amount distributable
pursuant to the Program will equal one million dollars ($1,000,000) U.S.

            (ii)  If a Liquidity Event results in a payment (the "Per Share
Payment") to the Company's security holders of greater than forty dollars ($40)
U.S. per share but less that seventy dollars ($70) U.S. per share (calculated on
a fully diluted basis and after giving effect to all transaction expenses and
all payments contemplated by the Program), the aggregate amount distributable
pursuant to the Program will be equal to the sum of (x) one million dollars,
plus (y) the product of one million dollars ($1,000,000) multiplied by a
fraction, the numerator of which is the excess of such Per Share Payment over
$40.00 and the denominator of which is $30.00. For example, if the Liquidity
Event results in a payment of $50.00 per share, the aggregate amount
distributable pursuant to the Program will be $1,333,333.33.

            (iii) If a Liquidity Event results in a payment to the Company's
security holders of more than ($70) U.S. per share (calculated on a fully
diluted basis and after giving effect to all transaction expenses and all
payment contemplated by the Program), the aggregate amount distributable
pursuant to the Program will be two million dollars ($2,000,000). The total
amount distributable pursuant to the Program shall in no event exceed two
million dollars ($2,000,000) U.S.

      (b)   If a Liquidity Event occurs that results in a per share payment to
the Company's security holders of less than forty dollars ($40) per share no
distribution of any kind will be made pursuant to the Program.

      (c)   In the event the Company subdivides the outstanding shares of
Company stock or there is a stock dividend or similar reclassification, the per
share price of the Company stock contemplated by Section 4(a) and in effect
immediately prior to such subdivision shall be proportionately decreased, and in
case the Corporation shall at any time combine the outstanding shares of Company
stock, the per share price of Company stock contemplated by Section 4(a) and in
effect immediately prior to such combination shall be proportionately increased.

5.    Distribution of Reserve.

      (a)   Calculation of Distribution. The amount of distribution to each
Qualifying Associate will be based on a formula factoring both the length of
employment of the Qualifying Associate and the pay scale of the Qualifying
Associate at the time of the Liquidity Event. The Committee shall determine the
weighted value of each factor at the time of or prior to the Liquidity Event.
The formula developed by the Committee shall be final and not subject to review
by Qualifying Associates.

      (b)   Timing of Distribution. Distribution under the Program shall be made
as soon after a Liquidity Event as is reasonably practicable.

6.    Terms and Conditions.

      (a)   Nontransferable. No right granted under the Program shall be
transferable unless by will or by the laws of descent and distribution upon the
death of a Qualifying Associate
<PAGE>
after the occurrence of a liquidity event but before distribution. No interest
of any Qualifying Associate under the Program shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or equitable process.

      (b)   No Rights as a Shareholder. No Associate shall have any rights as a
shareholder or any right to vote or to participate in the control of the Company
with respect to any shares or other legal or equitable interest in the Company.

      (c)   No Right to Continued Employment. The Program and any rights granted
under the Program shall not confer upon any Associate any right with respect to
continuance of employment by the Company, nor shall those rights interfere in
any way with the right of the Company to terminate the Associates employment at
any time.

      (d)   Withholding of Taxes. The Company's obligation to make any
Distribution pursuant to this Program shall be subject to applicable federal,
state and local tax withholding requirements.

      (e)   Choice of Law. This Program and any dispute arising hereunder shall
be governed and construed in accordance with the laws of the State of Florida.

7.    Amendments and Discontinuance.

      The Board reserves the right to modify, revoke, suspend, terminate, or
change any or all of the Program, the Program policies, or procedures, in whole
or in part, at any time with or without notice. The language in this document is
not intended to create, nor is it to be construed to constitute, a contract
between the Company and any one or all of its Associates.

8.    Effective Date.

      The effective date of the Program shall be the earlier of the date the
Program is adopted by the Board or the date the Program is approved by the
shareholders of the Company.