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                                                                    Exhibit 4.25

                       CHIEF MANUFACTURING HOLDING CORP.

                           2003 EQUITY INCENTIVE PLAN

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.  Purpose................................................................    1
2.  Definitions............................................................    1
3.  Term of the Plan.......................................................    3
4.  Stock Subject to the Plan..............................................    3
5.  Administration.........................................................    3
6.  Authorization and Eligibility..........................................    4
7.  Specific Terms of Awards...............................................    4
8.  Adjustment Provisions..................................................    8
9.  Settlement of Awards...................................................    9
10. Reservation of Stock...................................................   11
11. No Special Employment or Other Rights..................................   11
12. Nonexclusivity of the Plan.............................................   12
13. Termination and Amendment of the Plan..................................   12
14. Notices and Other Communications.......................................   12
15. Governing Law..........................................................   13
</TABLE>

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                        CHIEF MANUFACTURING HOLDING CORP.

                           2003 EQUITY INCENTIVE PLAN

1.   Purpose

     This Plan is intended to encourage ownership of Common Stock by employees,
consultants and directors of the Company and its Affiliates and to provide
additional incentive for them to promote the success of the Company's business.
The Plan is intended to be an incentive stock option plan within the meaning of
Section 422 of the Code, but not all Awards are required to be Incentive
Options.

2.   Definitions

     As used in this Plan, the following terms shall have the following
meanings:

     2.1. Affiliate means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

     2.2. Award means any grant or sale pursuant to the Plan of Options,
Restricted Stock or Stock Grants.

     2.3. Award Agreement means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

     2.4. Board means the Company's Board of Directors.

     2.5. Code means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto, and any regulations issued from time to
time thereunder.

     2.6. Committee means any committee of the Board delegated responsibility by
the Board for the administration of the Plan, as provided in Section 5 of the
Plan. For any period during which no such committee is in existence, "Committee"
shall mean the Board and all authority and responsibility assigned to the
Committee under the Plan shall be exercised, if at all, by the Board.

     2.7. Common Stock or Stock means (a) the Company's Class A Voting Common
Stock, $0.001 par value per share, (b) the Company's Class B Non-Voting Common
Stock, $0.001 par value per share and (c) the Company's Class C Voting Common
Stock, $0.001 par value per share.

     2.8. Company means Chief Manufacturing Holding Corp., a corporation
organized under the laws of the State of Delaware.

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                                       -2-


     2.9. Grant Date means the date as of which an Option is granted, as
determined under Section 7.1(a).

     2.10. Incentive Option means an Option which by its terms is to be treated
as an "incentive stock option" within the meaning of Section 422 of the Code.

     2.11. Market Value means the value of a share of Common Stock on any date
as determined by the Committee.

     2.12. Nonstatutory Option means any Option that is not an Incentive Option.

     2.13. Option means an option to purchase shares of Common Stock.

     2.14. Optionee means a Participant to whom an Option shall have been
granted under the Plan.

     2.15. Participant means any holder of an outstanding Award under the Plan.

     2.16. Plan means this 2003 Equity Incentive Plan of the Company, as amended
from time to time, and including any attachments or addenda hereto.

     2.17. Restricted Stock means a grant of sale of shares of Common Stock to a
Participant subject to a Risk of Forfeiture.

     2.18. Restriction Period means the period of time, established by the
Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

     2.19. Risk of Forfeiture means a limitation on the right of the Participant
to retain Restricted Stock, including a right in the Company to reacquire the
Shares at less than their then Market Value, arising because of the occurrence
or non-occurrence of specified events or conditions.

     2.20. Stock Grant means the grant of shares of Common Stock not subject to
restrictions or other forfeiture conditions.

     2.21. Stockholders' Agreement means the Stockholder Agreement, dated as of
August 29, 2003, by and among the Company and its stockholders, setting forth,
among other things, conditions and restrictions upon the transfer of shares of
Stock, as such agreements may be amended, restated, modified or replaced from
time to time.

     2.22. Ten Percent Owner means a person who owns, or is deemed within the
meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
any parent or subsidiary corporations of the Company, as defined in Sections
424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent
Owner shall be determined with respect to an Option based on the facts existing
immediately prior to the Grant Date of the Option.

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                                       -3-


3.   TERM OF THE PLAN

     Unless the Plan shall have been earlier terminated by the Board, Awards may
be granted under this Plan at any time in the period commencing on the date of
approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the earlier of the adoption of the Plan by the Board or approval
of the Plan by the Company's stockholders. Awards granted pursuant to the Plan
within that period shall not expire solely by reason of the termination of the
Plan. Awards of Incentive Options granted prior to stockholder approval of the
Plan are expressly conditioned upon such approval, but in the event of the
failure of the stockholders to approve the Plan, such Awards shall thereafter
and for all purposes be deemed to constitute Nonstatutory Options.

4.   STOCK SUBJECT TO THE PLAN

     At no time shall the number of shares of Common Stock issued pursuant to or
subject to outstanding Awards granted under the Plan exceed 500,000 shares of
Common Stock; subject, however, to the provisions of Section 8 of the Plan. For
purposes of applying the foregoing limitation, if any Option expires,
terminates, or is cancelled for any reason without having been exercised in
full, or if any Award of Restricted Stock is forfeited by the recipient, the
shares not purchased by the Optionee or forfeited by the recipient shall again
be available for Awards to be granted under the Plan. Shares of Common Stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.

5.   ADMINISTRATION

     The Plan shall be administered by the Committee; provided, however, that at
any time and on any one or more occasions the Board may itself exercise any of
the powers and responsibilities assigned to the Committee under the Plan and
when so acting shall have the benefit of all of the provisions of the Plan
pertaining to the Committee's exercise of its authorities hereunder. Subject to
the provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan including the
employee, consultant or director to receive the Award and the form, terms and
conditions of the Award. In making such determinations, the Committee may take
into account the nature of the services rendered by the respective employees,
consultants, and directors, their present and potential contributions to the
success of the Company and its Affiliates, and such other factors as the
Committee in its discretion shall deem relevant. Subject to the provisions of
the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of the respective Award Agreements (which
need not be identical), and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's determinations
made in good faith on matters referred to in the Plan shall be final, binding
and conclusive on all persons having or claiming any interest under the Plan or
an Award made pursuant to hereto.

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                                       -4-


6.   AUTHORIZATION AND ELIGIBILITY

     The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant to one or more of the Company
and its Affiliates or to any non-employee member of the Board or of any board of
directors (or similar governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall
be eligible for the grant of an Incentive Option. Further, in no event shall the
number of shares of Common Stock covered by Options or other Awards granted to
any one person in any one calendar year exceed 66-2/3% of the aggregate number
of shares of Common Stock subject to the Plan.

     Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.

7.   SPECIFIC TERMS OFF AWARDS

     7.1. Options.

          (a) Date of Grant. The granting of an Option shall take place at the
time specified in the Award Agreement. Only if expressly so provided in the
applicable Award Agreement shall the Grant Date be the date on which the Award
Agreement shall have been duly executed and delivered by the Company and the
Optionee.

          (b) Exercise Price. The price at which shares of Common Stock may be
acquired under each Incentive Option shall be not less than 100% of the Market
Value of Common Stock on the Grant Date, or not less than 110% of the Market
Value of Common Stock on the Grant Date if the Optionee is a Ten Percent Owner.
The price at which shares may be acquired under each Nonstatutory Option shall
not be so limited solely by reason of this Section.

          (c) Option Period. No Incentive Option may be exercised on or after
the tenth anniversary of the Grant Date, or on or after the fifth anniversary of
the Grant Date if the Optionee is a Ten Percent Owner. The Option period under
each Nonstatutory Option shall not be so limited solely by reason of this
Section.

          (d) Exercisability. An Option may be immediately exercisable or become
exercisable in such installments, cumulative or non-cumulative, as the Committee
may determine. In the case of an Option not otherwise immediately exercisable in
full, the Committee may accelerate the exercisability of such Option in whole or
in part at any time; provided, that the acceleration of the exercisability of
any

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                                       -5-


Incentive Option would not cause the Option to fail to comply with the
provisions of Section 422 of the Code.

          (e) Termination of Association with the Company. Unless the Committee
shall provide otherwise with respect to any Option, if the Optionee's employment
or other association with the Company and its Affiliates ends for any reason,
including because of the Optionee's employer ceasing to be an Affiliate, any
outstanding Option of the Optionee shall cease to be exercisable in any respect
not later than 90 days following that event and, for the period it remains
exercisable following that event, shall be exercisable only to the extent
exercisable at the date of that event. Military or sick leave or other bona fide
leave shall not be deemed a termination of employment or other association,
provided that it does not exceed the longer of ninety (90) days or the period
during which the absent Optionee's reemployment rights, if any, are guaranteed
by statute or by contract.

          (f) Transferability. Except as otherwise provided in this subsection
(f), Options shall not be transferable, and no Option or interest therein may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. All of a
Participant's rights in any Option may be exercised during the life of the
Participant only by the Participant or the Participant's legal representative.
However, the Committee may, at or after the grant of a Nonstatutory Option,
provide that such Option may be transferred by the recipient to a family member;
provided, however, that any such transfer is without payment of any
consideration whatsoever and that no transfer of an Option shall be valid unless
first approved by the Committee, acting in its sole discretion. For this
purpose, "family member" means any child, stepchild, grandchild, parent,
stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee's household
(other than a tenant or employee), a trust in which the foregoing persons have
more than fifty percent (50%) of the beneficial interests, a foundation in which
the foregoing persons (or the Participant) control the management of assets, and
any other entity in which these persons (or the Participant) own more than fifty
percent (50%) of the voting interests.

          (g) Method of Exercise. An Option may be exercised by the Optionee
giving written notice, in the manner provided in Section 14, specifying the
number of shares with respect to which the Option is then being exercised. The
notice shall be accompanied by payment in the form of cash or check payable to
the order of the Company in an amount equal to the exercise price of the shares
to be purchased or, if the Committee had so authorized on the grant of any
particular Option hereunder (and subject to such conditions, if any, as the
Committee may deem necessary to avoid adverse accounting effects to the Company)
by delivery to the Company of that number of shares of Common Stock having a
Market Value equal to the exercise price of the shares to be purchased. Receipt
by the Company of such notice and payment shall constitute the exercise of the
Option. Within thirty (30) days thereafter but subject to the remaining
provisions of the Plan, the Company shall deliver or cause to be delivered to
the Optionee or his agent a certificate or certificates for the number of shares
then being purchased.

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                                       -6-


Such shares shall be fully paid and nonassessable. Nothing herein shall be
construed to preclude the Company from participating in a so-called "cashless
exercise", provided the Optionee or other person exercising the Option and each
other party involved in any such exercise shall comply with such procedures, and
enter into such agreements, of indemnity or otherwise, as the Company shall
specify.

          (h) Limit on Incentive Option Characterization. An Incentive Option
shall be considered to be an Incentive Option only to the extent that the number
of shares of Common Stock for which the Option first becomes exercisable in a
calendar year do not have an aggregate Market Value (as of the date of the grant
of the Option) in excess of the "current limit". The current limit for any
Optionee for any calendar year shall be $100,000 minus the aggregate Market
Value at the date of grant of the number of shares of Common Stock available for
purchase for the first time in the same year under each other Incentive Option
previously granted to the Optionee under the Plan, and under each other
incentive stock option previously granted to the Optionee under any other
incentive stock option plan of the Company and its Affiliates, after December
31, 1986. Any shares of Common Stock which would cause the foregoing limit to be
violated shall be deemed to have been granted under a separate Nonstatutory
Option, otherwise identical in its terms to those of the Incentive Option.

          (i) Notification of Disposition. Each person exercising any Incentive
Option granted under the Plan shall be deemed to have covenanted with the
Company to report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code
and, if and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, to remit to the Company an amount in cash
sufficient to satisfy those requirements.

          (j) Rights Pending Exercise. No person holding an Option shall be
deemed for any purpose to be a stockholder of the Company with respect to any of
the shares of Stock issuable pursuant to his Option, except to the extent that
the Option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued therefor and delivered to such holder or his
agent.

     7.2. Restricted Stock.

          (a) Purchase Price. Shares of Restricted Stock shall be issued under
the Plan for such consideration, in cash, other property or services, or any
combination thereof, as is determined by the Committee.

          (b) Issuance of Certificates. Each Participant receiving a Restricted
Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

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     The transferability of this certificate and the shares represented by this
     certificate are subject to the terms and conditions of the Chief
     Manufacturing Holding Corp. 2003 Equity Incentive Plan and an Award
     Agreement entered into by the registered owner and Chief Manufacturing
     Holding Corp. Copies of such Plan and Agreement are on file in the offices
     of Chief Manufacturing Holding Corp.

          (c) Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

          (d) Restrictions and Restriction Period. During the Restriction Period
applicable to shares of Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of Forfeiture arising on the basis of
such conditions related to the performance of services, Company or Affiliate
performance or otherwise as the Committee may determine and provide for in the
applicable Award Agreement. Any such Risk of Forfeiture may be waived or
terminated, or the Restriction Period shortened, at any time by the Committee on
such basis as it deems appropriate.

          (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award.
Except as otherwise provided in the Plan or the applicable Award Agreement, at
all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture
of, an Award of Restricted Stock, the Participant shall have all of the rights
of a stockholder of the Company, including the right to vote, and the right to
receive any dividends with respect to, the shares of Restricted Stock. The
Committee, as determined at the time of Award, may permit or require the payment
of cash dividends to be deferred and, if the Committee so determines, reinvested
in additional Restricted Stock to the extent shares are available under Section
4.

          (f) Termination of Association with the Company. Unless the Committee
shall provide otherwise for any Award of Restricted Stock, upon termination of a
Participant's employment or other association with the Company and its
Affiliates for any reason during the Restriction Period, including because of
the Participant's employer ceasing to be an Affiliate during the Restriction
Period, all shares of Restricted Stock still subject to Risk of Forfeiture shall
be forfeited or otherwise subject to return to or repurchase by the Company on
the terms specified in the Award Agreement; provided, however, that military or
sick leave or other bona fide leave shall not be deemed a termination of
employment or other association, if it does not exceed the longer of ninety (90)
days or the period during which the absent Participant's reemployment rights, if
any, are guaranteed by statute or by contract.

          (g) Lapse of Restrictions. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock, the certificates for such
shares shall be delivered to the Participant promptly if not theretofore so
delivered.

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     7.3. Stock Grants. Stock Grants shall be awarded solely in recognition of
significant contributions to the success of the Company or its Affiliates, in
lieu of compensation otherwise already due and in such other limited
circumstances as the Committee deems appropriate. Stock Grants shall be made
without forfeiture conditions of any kind.

     7.4. Awards to Participants Outside the United States. The Committee may
modify the terms of any Award under the Plan granted to a Participant who is, at
the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. An Award may be modified
under this Section 7.4 in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation.

8.   ADJUSTMENT PROVISIONS

     8.1. Adjustment for Corporate Actions. All of the share numbers set forth
in the Plan reflect the capital structure of the Company as of August 29, 2003.
Subject to Section 8.2, if subsequent to that date the outstanding shares of
Common Stock (or any other securities covered by the Plan by reason of the prior
application of this Section) are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if additional shares
or new or different shares or other securities are distributed with respect to
shares of Common Stock or other securities, through merger, consolidation, sale
of all or substantially all the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other distribution with respect to such shares of Common Stock, or
other securities, an appropriate and proportionate adjustment will be made in
(i) the maximum numbers and kinds of shares provided in Section 4, (ii) the
numbers and kinds of shares or other securities subject to the then outstanding
Awards, (iii) the exercise price for each share or other unit of any other
securities subject to then outstanding Options (without change in the aggregate
purchase price as to which such Options remain exercisable), and (iv) the
repurchase price of each share of Restricted Stock then subject to a Risk of
Forfeiture in the form of a Company repurchase right.

     8.2. Consolidation or Merger. Subject to the remainder of this Section 8.2
and the terms and provisions of any specific Award Agreement, in the event of
any consolidation or merger of the Company with or into another company or in
case of any sale or conveyance to another company or entity of the property of
the Company as a whole or substantially as a whole, shares of stock or other
securities equivalent in kind and value to those shares and other securities an
Optionee would have received if he or she had held the full number of shares of
Stock remaining subject to the Option immediately prior to such consolidation,
merger, sale or conveyance and had continued to

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                                       -9-


hold those shares (together with all other shares, stock and securities
thereafter issued in respect thereof) to the time of the exercise of the Option
shall thereupon be subject to the Option. However, unless any Award Agreement
shall provide different or additional terms, in any such transaction the
Committee, in its discretion, may provide instead that any outstanding Option
shall terminate, to the extent not exercised by the Optionee prior to
termination, either (a) at the close of a period of not less than ten (10) days
specified by the Committee and commencing on the Committee's delivery of written
notice to the Participant of its decision to terminate such Option without
payment of consideration as provided in the following clause or (b) as of the
date of the transaction, in consideration of the Company's payment to the
Optionee of an amount of cash equal to the difference between the aggregate
Market Value of the shares of Stock for which the Option is then exercisable and
the aggregate exercise price for such shares under the Option.

     8.3. Dissolution or Liquidation. Upon dissolution or liquidation of the
Company, each outstanding Option shall terminate, but the Optionee (if at the
time in the employ of or otherwise associated with the Company or any of its
Affiliates) shall have the right, immediately prior to the dissolution or
liquidation, to exercise the Option to the extent exercisable on the date of
dissolution or liquidation.

     8.4. Related Matters. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, by the Committee and shall
include any correlative modification of terms, including of Option exercise
prices, rates of vesting or exercisability, Risks of Forfeiture and applicable
repurchase prices for Restricted Stock, which the Committee may deem necessary
or appropriate so as to ensure the rights of the Participants in their
respective Awards are not substantially diminished nor enlarged as a result of
the adjustment and corporate action other than as expressly contemplated in this
Section 8. No fraction of a share shall be purchasable or deliverable upon
exercise, but in the event any adjustment hereunder of the number of shares
covered by an Award shall cause such number to include a fraction of a share,
such number of shares shall be adjusted to the nearest smaller whole number of
shares. No adjustment of an Option exercise price per share pursuant to this
Section 8 shall result in an exercise price which is less than the par value of
the Stock.

9.   SETTLEMENT OF AWARDS

     9.1. Violation of Law. Notwithstanding any other provision of the Plan or
the relevant Award Agreement, if, at any time, in the reasonable opinion of the
Company, the issuance of shares of Common Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the
delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and
(ii) in the case where such issuance would constitute a violation of a law
administered by or a regulation of the Securities and Exchange Commission, one
of the following conditions shall have been satisfied:

          (a) the shares are at the time of the issue of such shares effectively
registered under the Securities Act of 1933; or

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                                      -10-


          (b) the Company shall have determined, on such basis as it deems
appropriate (including an opinion of counsel in form and substance satisfactory
to the Company) that the sale, transfer, assignment, pledge, encumbrance or
other disposition of such shares or such beneficial interest, as the case may
be, does not require registration under the Securities Act of 1933, as amended
or any applicable State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

     9.2. Corporate Restrictions on Rights in Stock. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the charter,
certificate or articles, and by-laws, of the Company. Whenever Stock is to be
issued pursuant to an Award, the Company shall be under no obligation to issue
such shares until such time, if ever, as the recipient of the Award (and any
person who exercises any Option, in whole or in part), shall have become a party
to and bound by the Stockholders' Agreement, if any. In the event of any
conflict between the provisions of this Plan and the provisions of the
Stockholders' Agreement, the provisions of the Stockholders' Agreement shall
control except as required to fulfill the intention that this Plan constitute an
incentive stock option plan within the meaning of Section 422 of the Code, but
insofar as possible the provisions of the Plan and such Agreement shall be
construed so as to give full force and effect to all such provisions.

     9.3. Investment Representations. The Company shall be under no obligation
to issue any shares covered by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended, or the Participant shall have made such
written representations to the Company (upon which the Company believes it may
reasonably rely) as the Company may deem necessary or appropriate for purposes
of confirming that the issuance of such shares will be exempt from the
registration requirements of that Act and any applicable state securities laws
and otherwise in compliance with all applicable laws, rules and regulations,
including but not limited to that the Participant is acquiring the shares for
his or her own account for the purpose of investment and not with a view to, or
for sale in connection with, the distribution of any such shares.

     9.4. Registration. If the Company shall deem it necessary or desirable to
register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted
under the Plan, or to qualify any such shares of Stock for exemption from the
Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from
each recipient of an Award, or each holder of shares of Stock acquired pursuant
to the Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for that purpose and may require reasonable indemnity to the Company
and its officers and directors from that holder against all losses, claims,
damage and liabilities arising from use of the information so furnished and
caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact

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                                      -11-


required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made. In
addition, the Company may require of any such person that he or she agree that,
without the prior written consent of the Company or the managing underwriter in
any public offering of shares of Stock, he or she will not sell, make any short
sale of, loan, grant any option for the purchase of, pledge or otherwise
encumber, or otherwise dispose of, any shares of Common Stock during the 180 day
period commencing on the effective date of the registration statement relating
to the underwritten public offering of securities.

     9.5. Placement of Legends; Stop Orders: etc. Each share of Common Stock to
be issued pursuant to Awards granted under the Plan may bear a reference to the
investment representation made in accordance with Section 9.3 in addition to any
other applicable restriction under the Plan, the terms of the Award and if
applicable under the Stockholders' Agreement and to the fact that no
registration statement has been filed with the Securities and Exchange
Commission in respect to such shares of Common Stock. All certificates for
shares of Common Stock or other securities delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of any
stock exchange upon which the Common Stock is then listed, and any applicable
federal or state securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions.

     9.6. Tax Withholding. Whenever shares of Stock are issued or to be issued
pursuant to Awards granted under the Plan, the Company shall have the right to
require the recipient to remit to the Company an amount sufficient to satisfy
federal, state, local or other withholding tax requirements if, when, and to the
extent required by law (whether so required to secure for the Company an
otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The obligations of the Company
under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award.

10.  RESERVATION OF STOCK

     The Company shall at all times during the term of the Plan and any
outstanding Options granted hereunder reserve or otherwise keep available such
number of shares of Stock as will be sufficient to satisfy the requirements of
the Plan (if then in effect) and the Options and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.

11.  NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

     Nothing contained in the Plan or in any Award Agreement shall confer upon
any recipient of an Award any right with respect to the continuation of his or
her employment or other association with the Company (or any Affiliate), or
interfere in any way with the right of the Company (or any Affiliate), subject
to the terms of any separate employment

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or consulting agreement or provision of law or corporate charter, certificate or
articles, or by-laws, to the contrary, at any time to terminate such employment
or consulting agreement or to increase or decrease, or otherwise adjust, the
other terms and conditions of the recipient's employment or other association
with the Company and its Affiliates.

12.  NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

13.  TERMINATION AND AMENDMENT OF THE PLAN

     The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable. Unless the Board otherwise expressly
provides, no amendment of the Plan shall affect the terms of any Award
outstanding on the date of such amendment. In any case, no termination or
amendment of the Plan may, without the consent of any recipient of an Award
granted hereunder, adversely affect the rights of the recipient under such
Award.

     The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

14.  NOTICES AND OTHER COMMUNICATIONS

     Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the
Company and (ii) if to the Company, to Chief Manufacturing Holding Corp., 12800
Highway 13 South, Suite 500, Savage, MN 55378, Attention: Dale Glomsrud, with
copies to Friedman Fleischer & Lowe LLC, One Maritime Plaza, Suite 1000, San
Francisco, California 94111, Fax No. (415) 402-2111, Attention: Spencer C.
Fleischer, and Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022,
Attention: Robert M. Wolf, Esq., Fax No. (212) 752-5378, or to such other
address or telecopier number, as the case may be, as the addressee may have
designated by notice to the addressor. All such notices, requests, demands and
other communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

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15.  GOVERNING LAW

     The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.