AVOCENT CORPORATION

DEFERRED COMPENSATION PLAN

Avocent Corporation, a Delaware corporation (the “Company”) on behalf of itself and Participating Affiliates, hereby establishes this Deferred Compensation Plan (the “Plan”), effective January 1, 2009, for the purpose of attracting high quality executives and promoting in its key executives and directors increased efficiency and an interest in the successful operation of the Company.  The Plan is intended to, and shall be interpreted to, comply in all respects with Internal Revenue Code Section 409A and those provisions of the Employee Retirement Income Security Act of 1974, as amended, applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees.”

ARTICLE 1
Definitions

1.1            “Account(s)” shall mean the account or accounts established for a particular Participant pursuant to Article 3 of the Plan.

1.2            “Administrative Committee” shall mean the Compensation Committee of the Board of Directors of the Company or such other person or persons appointed by the Board of Directors of the Company to administer the Plan pursuant to Article 7 of the Plan.

1.3            “Base Salary” shall mean the Participant’s base annual salary excluding incentive and discretionary bonuses, Commissions and other non-regular forms of compensation, before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Employer.

1.4            “Beneficiary” shall mean the person(s) or entity designated as such in accordance with Article 6 of the Plan.

1.5            “Bonus” shall mean any amount paid to the Participant by the Employer in the form of a discretionary or incentive compensation or any other bonus designated by the Administrative Committee before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Employer.

1.6            “Change in Control” shall mean, with respect to the Company, after the effective date hereof, any of the following events:

(a)          Any person, other than the Company, or more than one person acting as a group (a “Person”) acquires beneficial ownership of the Company’s securities and is or thereby becomes when such ownership is combined with stock held by such Person a beneficial owner of securities entitling such Person to exercise twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding stock.  For purposes of this Plan, “beneficial ownership” shall be

determined in accordance with Regulation 13D of the Securities Exchange Act of 1934, or any similar successor regulation or rule; and the term “Person” shall include any natural person, corporation, partnership, trust or association, or any group or combination thereof, whose ownership of an Employer’s or the Company’s securities would be required to be reported under such Regulation 13D or any similar successor regulation or rule.

(b)          Within any twenty-four (24) month period, the individuals who were Directors of the Company at the beginning of any such period, together with any other Directors first elected as directors of the Company pursuant to nominations approved or ratified by at least two-thirds (2/3) of the Directors in office immediately prior to any such election, cease to constitute a majority of the Board of Directors of the Company.

(c)          The closing of any transaction involving:

i.       any consolidation, merger, or other reorganization of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a merger, consolidation, or other reorganization of the Company in which the holders of the Company’s common stock immediately prior to the merger or consolidation have substantially the same proportionate ownership and voting control of the surviving corporation immediately after the merger or consolidation; or

ii.      any sale, lease, exchange, liquidation or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, the term “Change in Control” shall not include a consolidation, merger, or other reorganization if upon consummation of such transaction all of the outstanding voting stock of the Company is owned, directly or indirectly, by a holding company, and the holders of the Company’s common stock immediately prior to the transaction have substantially the same proportionate ownership and voting control of such holding company after such transaction, and no event shall constitute a Change in Control for purposes of this Plan if it is not a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets thereof, within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder.

1.7            “Code” shall mean the Internal Revenue Code of 1986, as subsequently amended, as interpreted by regulations, rulings, and applicable authorities.

1.8            “Commissions” shall mean commissions payable to the Participant for the applicable Plan Year (as determined by the Administrative Committee in compliance with Code Section 409A) before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Employer.

1.9            “Company ” shall mean Avocent Corporation.

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1.10          “Company Contribution” shall mean the contribution by the Employer to Participant’s Account pursuant to Section 3.2 of the Plan.

1.11          “Company Contribution Account” shall mean the Account established for Company Contributions pursuant to Article 4 of the Plan.

1.12          “ Compensation ” shall mean Base Salary, Bonus, Commissions and/or Director Fees eligible for deferral for a particular Plan Year under Section 3.1.1.

1.13          “Crediting Rate” shall mean the notional gains and losses credited on the Participant’s Account balance which are based on the Participant’s choice among the investment alternatives made available by the Administrative Committee pursuant to Article 4 of the Plan.

1.14          “ Deferral Account ” shall mean the Account established for Participant deferrals pursuant to Article 4 of the Plan.

1.15          “Director Fees” shall mean the cash compensation earned by an Eligible Director for services performed as a member of the Board of Directors of the Company or Participating Affiliate such as retainer fees and meeting fees which are specified by the Administrative Committee as eligible for deferral under the Plan.  The Administrative Committee, in its complete and sole discretion, may allow separate deferral elections with respect to different types of Director’s Fees as specified in Participant Election materials.

1.16          “Disability” shall be interpreted consistent with the requirements of Code Section 409A and shall mean that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s Employer. The Administrative Committee may require that the Participant submit evidence of such qualification for disability benefits in order to determine that the Participant is disabled under this Plan.

1.17          “ Distributable Amount ” shall mean the vested balance in the applicable Account as determined under Article 4.

1.18          “Eligible Executive or Director” shall mean a management level or highly compensated executive or Director of the Company or a Participating Affiliate selected by the Administrative Committee to be eligible to participate in the Plan.

1.19          “Employer” shall mean the Company or Participating Affiliate for which the relevant Participant performs services and from which such Participant is entitled to the payment of Base Salary, Bonus, Commission, and/or Director’s Fees.

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1.20          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, as interpreted by regulations, rulings and applicable authorities.

1.21          “Hardship Distribution” shall mean a distribution by reason of an Unforeseeable Emergency pursuant to Section 5.5 of the Plan.

1.22          “Involuntary Termination” shall mean a Termination of Service which is either (a) initiated by the Employer, other than a Termination for Cause, or (b) initiated by the Participant for good reason due to a material diminution of the Participant’s title, responsibilities, position or salary, a significant negative change in the location or conditions of the Participant’s workplace or any other material breach of the Participant’s employment or service agreement by the Employer without the Participant’s prior consent, assuming that the Participant notifies the Employer of such adverse circumstance within ninety (90) days of the initial occurrence, the Employer does not cure the problem within thirty (30) days of receipt of such notice, and Termination of Service is effective within twelve (12) months of such initial occurrence.

1.23          “Participant” shall mean an Eligible Executive or Director who has elected to participate and has made a Participant Election pursuant to Article 2 of the Plan or has received a Company Contribution.

1.24          “Participant Election” shall mean an election regarding deferrals, Company Contributions and/or distributions submitted by the Participant to the Administrative Committee on a timely basis pursuant to Article 3 of the Plan, which may include contributions, benefits, terms and conditions unique to such Participant.  The Participant Election may take the form of an electronic communication according to specifications established by the Administrative Committee.

1.25          “Participating Affiliate” shall mean an affiliate of the Company that has been designated and approved by the Administrative Committee as a Participating Affiliate. In order to become a Participating Affiliate, such entity shall deliver to the Administrative Committee a corporate resolution evidencing adoption of the Plan by the Board of Directors of the Participating Affiliate.  Each Participating Affiliate, by adopting the Plan, agrees to comply with any requirements of the Administrative Committee with respect to administration of the Plan and authorizes the Administrative Committee and/or the Company to act as its agent in all transactions in which the Administrative Committee believes such agency will facilitate administration of the Plan, including amendment or termination of the Plan.  A Participating Affiliate may independently terminate its participation in the Plan under the same terms and conditions provided in Section 9.1 of the Plan.

1.26          “Payment Date” shall mean the date by which a lump sum payment shall be made or the date by which installment payments shall commence. Unless otherwise specified, the Payment Date shall be the last day of the sixth (6 th ) month commencing after the event triggering the payout occurs. Subsequent installments shall be made in March of each succeeding Plan Year.  In the case of death, the Administrative Committee shall be provided with documentation reasonably necessary to establish the fact of the Participant’s death.  The Payment Date of a Scheduled Distribution shall be March of the Plan Year in which the

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distribution is scheduled to commence.  Notwithstanding the foregoing, the Payment Date shall not be before the earliest date on which benefits may be distributed under Code Section 409A without the imposition of excise taxes, as reasonably determined by the Administrative Committee.

1.27          “Plan Year” shall mean the calendar year.

1.28          “Retirement” shall mean Termination of Employment on or after the Retirement Eligibility Date.

1.29          “Retirement Eligibility Date” shall mean the date on which the Participant attains age sixty-five (65).

1.30          “Scheduled Distribution”   shall mean the distribution elected by the Participant pursuant to Section 5.4 of the Plan.

1.31          “Scheduled Distribution Account”   shall mean an Account established for amounts payable in the form of a Scheduled Distribution pursuant to Article 4 of the Plan.

1.32          “Termination of Service” shall mean, with respect to a given Participant, the date when, for any reason, including by reason of Retirement, death or Disability, (but excluding approved leaves of absence of six (6) months or less, or a longer period if the right to return to employment after such period is protected by law or contract) the level of services provided by such Participant to the Employer (or any affiliate under common ownership aggregated with the Company for purposes of Code Section 409A) in any capacity has permanently decreased to a level equal to no more than 20 percent (20%) of the average level of services performed by such Participant for the Employer during the immediately preceding thirty-six (36) month period (or the Participant’s full period of services to the Employer, if a lesser period).  A Participant who is providing services as a Director shall be considered terminated when such Participant ceases to be a member of the Board of Directors of the Employer.   Notwithstanding the foregoing, if the Participant provides services for the Employer as both an employee and a Director, to the extent permitted under Code Section 409A and applicable authorities, the services provided by such Participant as a Director shall not be taken into account in determining whether the Participant has experienced a Termination of Service as an employee, and the services provided by such Participant as an employee shall not be taken into account in determining whether the Participant has experienced a Termination of Service as a Director.

1.33          “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident involving the Participant, the Participant’s spouse, a Beneficiary, or the Participant’s dependent (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant (but shall in all events correspond to the meaning of the term “unforeseeable emergency” in Code Section 409A and applicable authorities).

1.34          “Valuation Date” shall mean the date through which earnings are credited and shall be as close to the payout or other event triggering valuation as is administratively feasible

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but in no event earlier than the last day of the month preceding the month in which the statement or payment triggering valuation occurs.

ARTICLE 2
Participation

2.1            Commencement of Participation .  An Eligible Executive or Director shall become a Participant in the Plan by completing and submitting to the Administrative Committee the appropriate Participant Elections, including such other documentation and information as the Administrative Committee may reasonably request, during the enrollment period established by the Administrative Committee or has received a Company Contribution to the Plan.

2.2            Duration of Participation .  A Participant shall continue to be eligible to make deferrals and receive Company Contributions under Article 3 until the earlier of the Participant’s Termination of Service or such time as the Administrative Committee shall determine that the Participant is no longer an Eligible Executive or Director.  Notwithstanding the foregoing, the Participant’s deferral elections shall continue in place with respect to Compensation earned for the Plan Year in which Termination of Service or termination of eligibility shall occur (excluding any severance benefits). A terminated Participant’s Accounts shall continue to be credited with notional earnings as provided in Article 4 until such time as all of the Participant’s Accounts shall have been fully distributed.

ARTICLE 3
Deferrals, Contributions, and Elections

3.1            Elections to Defer Compensation .

3.1.1         Form of Elections .  A Participant may only elect to defer Compensation attributable to services provided after the time an election is made.  Elections shall take the form of (a) a flat dollar amount which must be in excess of two thousand dollars ($2,000) for the Plan Year, (b) a whole percentage of Compensation, (c) a whole percentage of Compensation up to a maximum dollar amount, or (d) a whole percentage of that portion of Compensation in excess of a dollar amount for the Plan Year (in each case, less applicable payroll withholding requirements for Social Security and income taxes and employee benefit plans, as determined in the sole and absolute discretion of the Administrative Committee).  Notwithstanding the previous sentence, any election involving a percentage of Compensation or Compensation in excess of a dollar amount must satisfy the condition that the amount which would be deferred, if the Participant’s Compensation for the Plan Year were equal to the amount of such Participant’s Compensation for the immediately preceding Plan Year, must be not less than two thousand dollars ($2,000). The Administrative Committee may further limit the minimum or maximum amount deferred by any Participant or group of Participants, or waive the foregoing limits for any Participant or group of Participants, for any reason.

3.1.2         Timing and Duration of Deferral Election .  An Eligible Executive or Director shall make an initial election to defer Compensation during the enrollment period established by the Administrative Committee prior to the effective date of the Participant’s commencement of participation in the Plan and shall apply only to Compensation for services

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performed after such deferral election is processed.  The enrollment period shall generally occur prior to the beginning of the applicable Plan Year, but the Administrative Committee may establish a special enrollment period ending no later than thirty (30) days after an Eligible Executive first becomes eligible to participate in the Plan, to allow deferrals by such Eligible Executive of amounts earned during the balance of such Plan Year (as long as such Eligible Executive is not already a participant in another plan or arrangement which is aggregated with this Plan for purposes of Code Section 409A).  A Participant may increase, decrease, terminate or recommence a deferral election with respect to Compensation for any subsequent Plan Year in which the Participant is eligible to participate in the Plan by filing a Participant Election during the enrollment period established by the Administrative Committee prior to the beginning of the Plan Year in which the applicable services are performed, which election shall be effective on the first day of the next following Plan Year.  In the absence of an affirmative election by the Participant to the contrary, the deferral election for the prior Plan Year shall continue in effect for future Plan Years.  After the beginning of the Plan Year (or the effective date of a mid-year commencement of participation), deferral elections with respect to Compensation for services performed during such Plan Year shall be irrevocable except in the event of an Unforeseeable Emergency or Disability as specified in Article 5.  Notwithstanding the foregoing, the Administrative Committee may allow deferral elections to be made or revised no later than six (6) months before the end of the performance period solely with respect to any “performance-based compensation” as defined in Code Section 409A and applicable Treasury Regulations that is based on services performed over a period of at least twelve (12) months .

3.2            Company Contributions .

3.2.1         Discretionary Company Contributions .  The Employer shall have the discretion to make Company Contributions to the Plan at any time on behalf of any Participant.  Company Contributions shall be made in the complete and sole discretion of the Employer and no Participant shall have the right to receive any Company Contribution in any particular Plan Year, regardless of whether Company Contributions are made on behalf of other Participants.

3.3            Distribution Elections .

3.3.1         Initial Election .  At the time of making a deferral election under the Plan, the Participant shall designate the time and form of distributio