LOWRANCE ELECTRONICS INC
AMENDED AND RESTATED 2001 STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>4
<FILENAME>d09831exv10w38.txt
<DESCRIPTION>AMENDED AND RESTATED 2001 STOCK OPTION PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.38
                           LOWRANCE ELECTRONICS, INC.

                              AMENDED AND RESTATED
                             2001 STOCK OPTION PLAN

1.       PURPOSE

         This Amended and Restated Stock Option Plan (this "Plan") is intended
as an incentive and to encourage stock ownership by officers and other key
employees of Lowrance Electronics, Inc. (the "Corporation") or of its parent
corporation or its subsidiary corporations (collectively, the "Affiliates") as
such terms are defined in Section 425 of the Internal Revenue Code of 1986, as
amended (the "Code") so that they may acquire or increase their proprietary
interest in the success of the Corporation and its Affiliates, and to encourage
them to remain in the employ of the Corporation or of its Affiliates. It is
further intended that options issued pursuant to this plan may constitute
incentive stock options within the meaning of Section 422 of the Code, to the
extent such options are embodied in an incentive stock option agreement
containing such provisions as are required by this Plan with respect to such
options.

2.       ADMINISTRATION

         This Plan shall be administered by the Compensation Committee appointed
by the Board of Directors of the Corporation (the "Committee"). The Committee
shall consist solely of three or more Outside Directors. The Board of Directors
may from time to time remove members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by the Board of
Directors. The Committee shall select one of its members as Chairman, and shall
hold meetings at such times and places as it may determine. Acts approved by a
majority of the Committee at which a quorum is present, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be the
valid acts of the Committee. The Committee shall from time to time at its
discretion select the key employees who shall be granted options or stock
appreciation rights and determine the amount of stock to be optioned to each.

         The Committee shall have the power, subject to and within the limits of
the express provisions of this Plan:

         (a)      To determine from time to time which of the eligible persons
                  shall be granted options or stock appreciation rights under
                  this Plan, and the time or times when, and the number of
                  shares for which, an option or options or stock appreciation
                  rights shall be granted to such persons;

         (b)      To prescribe the other terms and provisions (which need not be
                  identical) of each option granted under this Plan to eligible
                  persons;

         (c)      To construe and interpret this Plan and options granted under
                  it and to establish, amend and revoke rules and regulations
                  for administration. The Committee, in the exercise of this
                  power, may correct any defect or supply any omission, or
                  reconcile any inconsistency in this Plan, or in any option
                  agreement, in the

<PAGE>

                  manner and to the extent it shall deem necessary or expedient
                  to make this Plan fully effective. In exercising this power,
                  the Committee may retain counsel at the expense of the
                  Corporation. All decisions and determinations by the Committee
                  in exercising this power shall be final and binding upon the
                  Corporation and the optionees;

         (d)      To determine the duration and purposes of leaves of absence
                  which may be granted to an optionee without constituting a
                  termination of his or her employment for purposes of this
                  Plan; and

         (e)      Generally, to exercise such powers and to perform such acts as
                  are deemed necessary or expedient to promote the best
                  interests of the Corporation with respect to this Plan.

         No member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to this Plan or
any option granted under it.

3.       ELIGIBILITY TO RECEIVE INCENTIVE STOCK OPTIONS

         The persons who shall be eligible to receive incentive stock options
shall be such key employees (including officers, whether or not they are
directors) of the Corporation or its Affiliates existing from time to time as
the Committee shall select from time to time. An optionee may hold more than one
incentive stock option, but only on the terms and subject to the restrictions
hereafter set forth. No person shall be eligible to receive an incentive stock
option for a larger number of shares than is recommended for him or her by the
Committee.

4.       ELIGIBILITY TO RECEIVE NON-QUALIFIED STOCK OPTIONS

         The persons who shall be eligible to receive non-qualified stock
options shall be such key employees (including officers, whether or not they are
directors) and directors of the Corporation or its Affiliates existing from time
to time as the Committee shall select from time to time. An optionee may hold
more than one non-qualified stock option, but only on the terms and subject to
the restrictions hereafter set forth. No person shall be eligible to receive a
non-qualified stock option for a larger number of shares than is recommended for
him or her by the Committee, and no person shall be eligible to receive more
than 120,000 non-qualified stock options.

5.       STOCK SUBJECT TO OPTIONS AND STOCK APPRECIATION RIGHTS

         The stock subject to the options and any stock appreciation rights
shall be shares of the Corporation's authorized but unissued or reacquired $0.10
par value common stock (the "Common Stock"). The aggregate number of shares
which may be issued under options pursuant to this Plan shall not exceed 300,000
shares of the Common Stock in the aggregate, subject to adjustment as provided
in Section 10 hereof.

6.       LIMITATIONS ON INCENTIVE STOCK OPTIONS

         The aggregate fair market value (determined at the time the option is
granted) of the Common Stock with respect to which incentive stock options are
exercisable for the first time by

                                      -2-
<PAGE>

an individual during any calendar year (under this Plan and under all other
incentive stock option plans of the Corporation and its Affiliates) shall not
exceed $100,000.

7.       STOCK UNDER EXPIRED OPTION OR STOCK APPRECIATION RIGHTS

         In the event that any outstanding option and any associated stock
appreciation right under this Plan for any reason expire or are terminated, the
shares of Common Stock allocable to the unexercised portion of such option and
any associated stock appreciation right may again be subjected to an option
under this Plan. The provisions hereof shall not apply in the case of an option
which expires or is terminated due to the exercise of an associated stock
appreciation right, nor shall the provisions hereof apply in the case of a stock
appreciation right which expires or is terminated due to the exercise of an
associated option.

8.       TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

         Incentive stock options granted pursuant to this Plan shall be
authorized and granted by the Committee and shall be evidenced by agreements in
such form as the Committee shall from time to time deem appropriate. Incentive
stock option agreements need not be identical, but each incentive stock option
agreement shall comply with and be subject to the following terms and
conditions:

         (a)      Number of Shares. Each incentive stock option shall state the
                  number of shares to which it pertains.

         (b)      Option Price. Each incentive stock option shall state the
                  option price, which shall be not less than 100% (110% in the
                  case of an optionee who, at the time the option is granted, is
                  considered for the purposes of Section 422(b)(6) of the Code
                  to own more than 10% of the total combined voting power of all
                  classes of Stock of the Corporation or its Affiliates as
                  determined under Section 425 of the Code (herein referred to
                  as a "10% Shareholder")) of the fair market value of the
                  shares of Common Stock of the Corporation on the date of the
                  granting of the option.

         (c)      Method of Exercise and Payment. An incentive stock option may
                  be exercised by the optionee delivering to the Committee on
                  any business day a written notice specifying the number of
                  shares of Common Stock the optionee then desires to purchase.
                  The option price shall be payable (i) in cash in United States
                  dollars upon the exercise of the incentive stock option, or
                  (ii) if the incentive stock option agreement so permits, in
                  stock of the Corporation, or (iii) if the incentive stock
                  option agreement so permits, by reducing the number of whole
                  shares of Common Stock otherwise issuable to the optionee as a
                  result of the exercise, or (iv) to the extent permitted by the
                  incentive stock option agreement, by a combination of such
                  methods.

         (d)      Terms and Exercise of Incentive Stock Options. Except as
                  otherwise expressly provided in this Plan, each incentive
                  stock option granted pursuant to this Plan shall contain
                  provisions established by the Committee setting forth the
                  manner of exercise of such incentive stock option, and may, at
                  the sole discretion of the

                                      -3-
<PAGE>

                  Committee, provide such restrictions on exercise as the
                  Committee may deem appropriate.

                  Each incentive stock option granted under this Plan shall
                  terminate as set forth therein; provided, that no incentive
                  stock shall be exercisable after the expiration of ten years
                  from the date of the granting of the option (five years in the
                  case of an optionee who, at the time the option is granted, is
                  a 10% Shareholder). Each incentive stock option granted under
                  this Plan shall contain provisions making such option
                  nontransferable by the optionee, except upon death, and
                  exercisable during the optionee's lifetime only by the
                  optionee.

9.       TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTIONS

         Non-qualified stock options granted pursuant to this Plan shall be
authorized and granted by the Committee and shall be evidenced by agreements in
such form as the Committee shall from time to time deem appropriate.
Non-qualified stock option agreements need not be identical, but each
non-qualified stock option agreement shall comply with and be subject to the
following terms and conditions:

         (a)      Number of Shares. Each non-qualified stock option shall state
                  the number of shares to which it pertains.

         (b)      Option Price. Each non-qualified stock option shall state the
                  option price, which shall be determined by the Committee and
                  which may be less than the fair market value of the shares of
                  Common Stock of the Corporation on the date of the granting of
                  the non-qualified stock option. The Committee, in fixing the
                  option price, shall have full authority and discretion and
                  shall be fully protected in doing so.

         (c)      Method of Exercise and Payment. A non-qualified stock option
                  may be exercised by the optionee delivering to the Committee
                  on any business day a written notice specifying the number of
                  shares of Common Stock the optionee then desires to purchase.
                  The option price shall be payable (i) in cash upon the
                  exercise of the non-qualified stock option, or (ii) if the
                  non-qualified stock option agreement so permits, in stock of
                  the Corporation, or (iii) if the non-qualified stock option
                  agreement so permits, by reducing the number of whole shares
                  of Common Stock otherwise issuable to the optionee as a result
                  of the exercise, or (iv) to the extent permitted by the
                  non-qualified stock option agreement, by a combination of such
                  methods.

         (d)      Terms and Exercise of Non-Qualified Stock Options. Except as
                  otherwise expressly provided in this Plan, each non-qualified
                  stock option granted pursuant to this Plan shall contain
                  provisions established by the Committee setting forth the
                  manner of exercise of such non-qualified stock option, and
                  may, at the sole discretion of the Committee, provide such
                  restrictions on exercise as the Committee may deem
                  appropriate. Each non-qualified stock option granted under
                  this Plan shall terminate as set forth therein; provided, that
                  no non-qualified stock

                                      -4-
<PAGE>

                  option shall be exercisable after the expiration of 10 years
                  and six months from the date of the granting of the
                  non-qualified stock option. Each non-qualified stock option
                  granted under this Plan shall contain provisions making such
                  non-qualified stock option nontransferable by the optionee,
                  except upon death, and exercisable during the optionee's
                  lifetime only by the optionee.

         (e)      Notice in Agreement. Each non-qualified stock option shall
                  specifically state that it is not intended as an incentive
                  stock option.

10.      TERMS AND CONDITIONS OF INCENTIVE AND NON-QUALIFIED STOCK OPTIONS

         (a)      Recapitalization. If the shares of Common Stock as a whole are
                  increased, decreased or changed into, or exchanged for a
                  different number or kind of shares or securities of the
                  Corporation, whether through merger, consolidation,
                  reorganization, recapitalization, reclassification, stock
                  dividend, stock split, combination of shares, exchange of
                  shares, change in corporate structure or the like, an
                  appropriate and proportionate adjustment may be made by the
                  Committee in the number and kinds of shares subject to this
                  Plan, and the number, kinds and per share exercise price of
                  shares subject to unexercised options or portions thereof
                  granted prior to any such change. Any such adjustment in an
                  outstanding option, however, shall be made without a change in
                  the total price applicable to the unexercised portion of the
                  option, but with a corresponding adjustment in the price for
                  each share of Common Stock covered by the option.

         (b)      Reorganization or Liquidation. Each option agreement may
                  contain such provisions relating to the dissolution,
                  liquidation, reorganization, consolidation or merger of the
                  Corporation, or the sale or disposition by the Corporation of
                  substantially all of its assets, as the Committee may deem
                  appropriate.

         (c)      Adjustments. To the extent that the adjustments described in
                  (a) above relate to stock or securities of the Corporation,
                  such adjustments shall be made by the Committee, whose
                  determination in that respect shall be final, binding and
                  conclusive; provided that each incentive stock option granted
                  pursuant to this Plan shall not be adjusted in a manner that
                  causes the incentive stock option to fail to continue to
                  qualify as an incentive stock option within the meaning of
                  Section 422 of the Code.

11.      STOCK APPRECIATION RIGHTS

         (a)      Grant. Stock appreciation rights may be granted by the
                  Committee under this Plan upon such terms and conditions as
                  the Committee may prescribe. A stock appreciation right may be
                  granted only in connection with an option right previously
                  granted or to be granted under this Plan. Each stock
                  appreciation right shall contain a provision that it shall
                  become non-exercisable and be forfeited if and to the extent
                  the related option right is exercised, cancelled, forfeited,
                  terminated or otherwise lapses. "Stock appreciation right" as
                  used in this Plan

                                      -5-
<PAGE>

                  means a right to receive the excess of the fair market value
                  of a share of the Corporation's Common Stock on the date on
                  which an appreciation right is exercised over the option price
                  provided for in the related option agreement and is issued in
                  consideration of services performed for the Corporation or for
                  its benefit by the optionee. Such excess is hereafter called
                  the "differential." "Option right" means the right to purchase
                  shares of the Corporation's Common Stock under an incentive
                  stock option or non-qualified stock option granted under this
                  Plan.

         (b)      Exercise of Stock Appreciation Rights: Stock appreciation
                  rights shall be exercisable and be payable in the following
                  manner:

                  (1)      A stock appreciation right shall be exercisable at
                           any time and to the extent the option to which it
                           relates could be exercised; provided, however, that a
                           stock appreciation right may be exercised only when
                           the market price of the Common Stock subject to the
                           related option exceeds the exercise price established
                           under such option. Any person wishing to exercise a
                           stock appreciation right shall give written notice of
                           such exercise to the Committee addressed to the
                           Committee's Chairman. Upon receipt of such notice,
                           the Committee shall determine whether the stock
                           appreciation rights shall be paid in cash or shares
                           of Common Stock or any combination of cash and shares
                           and shall instruct the Corporation accordingly. Upon
                           receipt of such instructions from the Committee, the
                           Corporation shall, without transfer or issue tax to
                           the optionee or other person entitled to exercise the
                           stock appreciation rights, deliver to the person
                           exercising such right a certificate or certificates
                           for shares of the Corporation's Common Stock which
                           are issuable upon exercise of the stock appreciation
                           right or cash or a combination thereof as the case
                           may be. The date the Committee receives the written
                           notice of exercise hereunder is referred to herein as
                           the exercise date.

                  (2)      The exercise of a stock appreciation right shall
                           automatically result in the surrender and
                           cancellation of the related option right by the
                           grantee on a share-for-share basis to the extent
                           shares under such related option right are used to
                           calculate the shares or cash or combination thereof
                           to be received by such grantee upon the exercise of
                           such stock appreciation right. Shares covered by such
                           surrendered option rights shall not be available for
                           granting further options under this Plan.

                  (3)      The Committee may impose any other conditions it
                           prescribes upon the exercise of a stock appreciation
                           right, which conditions may include a condition that
                           the stock appreciation right may only be exercised in
                           accordance with rules and regulations adopted by the
                           Committee from time to time.

                  (4)      Upon the exercise of a stock appreciation right and
                           surrender and cancellation of the related option
                           right, the Corporation shall give to the person
                           surrendering the related option right an amount
                           equivalent to the

                                      -6-
<PAGE>

                           differential, in cash or shares of the Common Stock
                           or any combination thereof as determined in
                           accordance with subparagraph (b)(1) of this Section
                           11.

                  (5)      The shares to be issued upon the exercise of a stock
                           appreciation right may consist either in whole or in
                           part of shares of the Corporation's authorized but
                           unissued Common Stock or shares of the Corporation's
                           authorized and issued Common Stock reacquired by the
                           Corporation and held in its treasury. No fractional
                           share of Common Stock shall be issued and the
                           Committee shall determine whether cash shall be given
                           in lieu of such fractional share or whether such
                           fractional share shall be eliminated.

         (c)      Limitation on Payments. Notwithstanding any other provision of
                  this Plan, the Committee may from time to time determine,
                  including at the time of exercise, the maximum amount of cash
                  or stock which may be given upon exercise of any stock
                  appreciation right in any year; provided, however, that all
                  such amounts shall be paid in full no later than the end of
                  the year immediately following the year in which the optionee
                  exercised such stock appreciation rights. Any determination
                  under this paragraph may be changed by the Committee from time
                  to time provided that no such change shall require the holder
                  to return to the Company any amount theretofore received or to
                  extend the period within which the Company is required to make
                  full payment of the amount due as the result of the exercise
                  of the optionee's stock appreciation rights.

         (d)      Expiration or Termination of Stock Appreciation Rights.

                  (1)      Each stock appreciation right and all rights and
                           obligations thereunder shall expire on a date to be
                           determined by the Committee, such date, however, in
                           no event to be later than ten years from the date on
                           which the related option right was granted.

                  (2)      A stock appreciation right shall terminate and may no
                           longer be exercised upon the termination or exercise
                           of the related option right.

12.      FAIR MARKET VALUE

         For the purposes of this Plan and any option or stock appreciation
right granted hereunder, the fair market value of the Corporation's Common Stock
shall be determined as provided in this Section 12. If the Common Stock is
traded upon an established stock exchange or exchanges, the fair market value of
shares of Common Stock shall be determined to be the highest closing price of
the Common Stock on such stock exchange or exchanges on the day the stock
appreciation rights are exercised by the optionee; or if no sales of the
Corporation's Common Stock shall have been made on any stock exchange on that
day, on the next preceding day on which there was a sale of such stock;
provided, however, that during such time as the Corporation's Common Stock is
not listed upon an established stock exchange but is traded in the
over-the-counter market, the fair market value for such shares shall be (i) the
average of the high and low bid prices or (ii) if available, the average of the
high and low sales prices, based

                                      -7-
<PAGE>

upon actual transactions, of the Corporation's Common Stock in the
over-the-counter market, as reported by the National Association of Securities
Dealers Automated Quotation System, or its successor, on the day the stock
appreciation rights are exercised by the optionee. If the Common Stock is not
listed upon an established stock exchange or traded in the over-the-counter
market, the fair market value thereof shall be determined by the Committee
acting in good faith. Subject to the foregoing, the Board of Directors and the
Committee in determining the fair market value of the Common Stock shall have
full authority and discretion and shall be fully protected in doing so. Anything
contained herein to the contrary notwithstanding, if any method for determining
the fair market value of the Common Stock shall be determined by the Committee
to jeopardize the status of an option as an incentive stock option, the
Committee may utilize such valuation method as it deems necessary to protect the
status of the option as an incentive stock option.

13.      TAX WITHHOLDING

         The Corporation or its Affiliates, as appropriate, shall have the right
to deduct from all cash payments any federal, state or local taxes imposed on
the recipient and required by law to be withheld with respect to such cash
payment. In the case of stock appreciation rights redeemed in Common Stock, or
in the case of Common Stock distributed pursuant to exercise of a stock option
granted hereunder, the person receiving such Common Stock may be required to pay
to the Corporation or its Affiliates, as appropriate, the amount of any such
taxes imposed on the recipient and which the Corporation or its Affiliates is
required to withhold with respect to such Common Stock. In the event the cash
portion of a stock appreciation right is insufficient to cover the required
withholding, the optionee may be required to pay to the Corporation or its
Affiliates, as appropriate, the amount of such taxes.

14.      RIGHTS AS A STOCKHOLDER

         An optionee or a transferee of an option shall have no rights as a
stockholder with respect to any shares covered by his or her option until the
date of the issuance of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions of other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in Section 10(a) hereof.

15.      MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

         Subject to the terms and conditions and within the limitations of this
Plan, the Board of Directors or the Committee may modify, extend or renew
outstanding options granted under this Plan, or accept the surrender of
outstanding options (to the extent not theretofore exercised) and authorize the
granting of new options in substitutions therefor (to the extent not theretofore
exercised). The Board of Directors or the Committee shall not, however, modify
any outstanding incentive stock options so as to specify a lower price or accept
the surrender of outstanding options and authorize the granting of new incentive
stock options in substitution therefor specifying a lower price. Notwithstanding
the foregoing however, no modification of an option shall, without the consent
of the optionee, alter or impair any rights or obligations under any option
theretofore granted under this Plan.

                                      -8-
<PAGE>

16.      INVESTMENT PURPOSE

         Each option under this Plan shall be granted on the condition that the
purchases of Common Stock thereunder shall be for investment purposes, and not
with a view to resale or distribution except that in the event the Common Stock
subject to such option is registered under the Securities Act of 1933, as
amended, or in the event a resale of the Common Stock without such registration
would otherwise be permissible, such conditions shall be inoperative if in the
opinion of counsel for the Corporation such condition is not required under the
Securities Act of 1933 or any other applicable law, regulation, or rule of any
governmental agency.

17.      OTHER PROVISIONS

         The option agreements authorized under this Plan shall contain such
other provisions which are not inconsistent with this Plan and which the
Committee or the Board of Directors of the Corporation shall deem advisable. Any
incentive stock option agreement shall contain such provisions as shall be
necessary in order that such option will be an "incentive stock option" as
defined in Section 422 of the Code, or to conform to any change in the law.

18.      TERM OF PLAN

         Options may be granted pursuant to this Plan from time to time within a
period of ten years from the date this Plan is adopted by the Board of
Directors, or the date this Plan is approved by the stockholders of the
Corporation, whichever is earlier.

19.      INDEMNIFICATION OF COMMITTEE

         In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with this Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding that such Committee member is liable for negligence or
misconduct in the performance of his or her duties; provided that within 60 days
after institution of any such action, suit or proceeding a Committee member
shall in writing offer the Corporation the opportunity, at its own expense, to
handle and defend the same.

20.      AMENDMENT OF THIS PLAN

         The Board of Directors of the Corporation may, insofar as permitted by
law, from time to time, with respect to any shares at the time not subject to
options, suspend or discontinue this Plan or revise or amend it in any respect
whatsoever without further approval of the stockholders of the Corporation,
except that, without approval of the stockholders within twelve months before or
after the date of such amendment's adoption, no such revision or amendment shall
change the number of shares subject to this Plan, change the designation of the
class of employees eligible to receive options, decrease the price at which
options may be granted,

                                      -9-
<PAGE>

increase the maximum term of options as provided herein or remove the
administration of this Plan from the Committee. Furthermore, this Plan may not,
without the approval of the stockholders, be amended in any manner that will
cause incentive stock options issued under it to fail to meet the requirements
of incentive stock options as set forth in Section 422 of the Code.

21.      APPROVAL OF STOCKHOLDERS

         This Plan originally became effective upon adoption by the Board of
Directors on July 2, 2001 and approval by the holders of a majority of the
outstanding shares of Common Stock of the Corporation on December 11, 2001.
Options were allowed to be granted hereunder prior to stockholder approval. No
shareholder approval is required of this Amended and Restated 2001 Stock Option
Plan.

22.      NON-EXCLUSIVITY OF PLAN

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

         IN WITNESS WHEREOF, this Amended and Restated 2001 Stock Option Plan
has been adopted by the Board of Directors as of the 18th day of July, 2003.

                                             LOWRANCE ELECTRONICS, INC.

                                             By:________________________________
                                                 Darrell J. Lowrance, President

ATTEST:

_________________________________
 H. Wayne Cooper, Secretary

                                      -10-

</TEXT>
</DOCUMENT>
