(a)            “ACCRUED OBLIGATIONS” shall mean, collectively as of the date of any termination, all of Employee’s accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any, in accordance with the terms of any applicable deferred compensation plan or arrangement, any benefits under any plans of Employer or Avocent in which the Employee is a participant to the full extent of the Employee’s rights under such plans, and accrued but unused vacation pay.

(b)            “CHANGE IN CONTROL” shall mean, after the date of this Agreement, any one of the following events:

(i)             Any person (other than Avocent Corporation) or more than one person acting as a group (a “Person”) acquires beneficial ownership of Avocent Corporation’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 Avocent Corporation’s then outstanding stock.  For purposes of this Agreement, “beneficial ownership” shall be determined in accordance with Regulation 13D under 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 Employer’s or Avocent Corporation’s securities would be required to be reported under such Regulation 13D, or any similar successor regulation or rule.

(ii)            Within any twenty-four (24) month period, the individuals who were Directors of Avocent Corporation at the beginning of any such period, together with any other Directors first elected as directors of Avocent Corporation 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 Avocent Corporation.

(iii)           The closing of any transaction involving:

(1)            any consolidation, merger, or other reorganization of Avocent Corporation in which Avocent Corporation is not the continuing or surviving corporation or pursuant to which shares of Avocent Corporation common stock would be converted into cash, securities or other property, other than a merger, consolidation, or other reorganization of Avocent Corporation in which the holders of Avocent Corporation’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

(2)            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 Avocent Corporation.

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 Avocent Corporation is owned, directly or indirectly, by a holding company, and the holders of Avocent Corporation’s common stock immediately prior to the transaction have substantially the same proportionate ownership and voting control of such holding company after such transaction.

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(c)            “CODE” means the Internal Revenue Code of 1986, as amended.

(d)            “CONSTRUCTIVE TERMINATION” shall mean Employee’s voluntary termination of Employee’s employment by reason of (i) a material diminution of Employee’s title, reporting line, powers, duties, authorities, or responsibilities, (ii) a reduction in Employee’s base salary or annual bonus target percentage, or (iii) any other material breach of this Agreement by the Employer or Avocent Corporation; provided, however that termination shall only constitute “Constructive Termination” if Employee gives Employer written notice within ninety (90) days of the occurrence of an event that would constitute Constructive Termination and Employer has failed to cure such event within thirty (30) days of receipt of such written notice and such separation from service occurs during a period not to exceed two (2) years following the initial existence of the reason giving rise to such Constructive Termination.

(e)            “RELEASE” shall mean a release of any claims against Avocent, Employer that is acceptable in form and substance to Avocent Corporation.  A Release must be executed and become effective by the sixtieth (60 th ) day following termination or within the shorter time frame provided by such Release (such deadline, the “Release Deadline”).

(f)             “SECTION 409A” shall mean the Section 409A of the Code and the final regulations and any guidance promulgated thereunder, as each may be amended from time to time.

(g)            “SEVERANCE PAYMENT DATE” shall mean the date specified in Section 4.6 of this Agreement.

(h)            “TERMINATION FOR CAUSE” shall mean termination by the Employer or Avocent Corporation of the Employee’s employment with the Employer by reason of:  (i) the Employee’s willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Employer or Avocent which has resulted in material injury to Employer or Avocent; (ii) the Employee’s willful material breach of this Agreement which, if curable, is not cured within thirty (30) days after the Employer or Avocent provides Employee with written notice describing in detail the material breach; or (iii) the Employee’s conviction of or pleading guilty or nolo contendere to any felony or misdemeanor involving, theft, embezzlement, dishonesty, or moral turpitude.

(i)             “TERMINATION OTHER THAN FOR CAUSE” shall mean termination by the Employer or Avocent Corporation of the Employee’s employment with the Employer (other than a Termination for Cause or a termination by reason of Disability or death as described in Sections 2.5 and 2.6) and shall include any Constructive Termination.

(j)             “TERMINATION UPON A CHANGE IN CONTROL” shall mean (i) a termination by the Employee of the Employee’s employment with the Employer or Avocent or Employee’s death within six (6) months following any “Change in Control” or (ii) any termination by the Employer or Avocent Corporation of the Employee’s employment with the Employer or Avocent within eighteen (18) months following any “Change in Control” (other than a termination by reason of Employee’s death as described in Section 2.6 more than six (6) months following any Change in Control, a Termination for Cause as described in Section 2.4, or a termination by reason of Disability as described in Section 2.5).

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(k)            “VOLUNTARY TERMINATION” shall mean termination by the Employee of the Employee’s employment with the Employer other than (i) Constructive Termination as described in subsection 2.1(d), (ii) “Termination Upon a Change in Control” as described in Section 2.1(j), and (iii) termination by reason of the Employee’s Disability or death as described in Sections 2.5 and 2.6

2.2            TERM.  The term of employment of the Employee by the Employer under this Agreement shall begin on the date of this Agreement, and end when such employment terminates or is terminated under any of the provisions of this Agreement.

2.3            TERMINATION FOR CAUSE.  Termination For Cause may be effected by the Employer or Avocent Corporation at any time during the term of this Agreement and shall be effected by thirty (30) days written notification to the Employee from the Board stating the reason for termination.  Upon Termination For Cause, the Employee immediately shall be paid (i) on the last date of employment, all Accrued Obligations to the date of termination except that any deferred compensation plan or arrangement shall be paid at the time(s) and on the terms and conditions specified in any such deferred compensation plan or arrangement and (ii) upon receipt of proper documentation in accordance with Avocent’s standard reimbursement policies, reimbursement of any appropriate business expenses incurred by the Employee in connection with his duties hereunder on or prior to the date of termination of employment, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.  Reimbursements will be made as soon as administratively practicable following the approval of the reimbursement in accordance with Company policies, but in no event will taxable reimbursements be made later than the last date permitted by Section 409A such that the reimbursements are not subject to any additional taxation pursuant to Section 409A.

2.4            TERMINATION OTHER THAN FOR CAUSE.  Notwithstanding anything else in this Agreement, the Employer or Avocent Corporation may effect a Termination Other Than For Cause at any time upon giving thirty (30) days’ written notice to the Employee of such termination.  Upon any Termination Other Than For Cause, the Employee shall immediately be paid on the last date of employment (i) all Accrued Obligations, all to the date of termination except that any deferred compensation plan or arrangement shall be paid at the time(s) and on the terms and conditions specified in any such deferred compensation plan or arrangement, (ii) upon receipt of proper documentation in accordance with Avocent’s standard reimbursement policies, reimbursement of any appropriate business expenses incurred by the Employee in connection with his duties hereunder on or prior to the date of termination of employment, and (iii) all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.  Reimbursements will be made as soon as administratively practicable following the approval of the reimbursement in accordance with Company policies, but in no event will taxable reimbursements be made later than the last date permitted by Section 409A such that the reimbursements are not subject to any additional taxation pursuant to Section 409A.

2.5            TERMINATION BY REASON OF DISABILITY.  If, during the term of this Agreement, the Employee, in the reasonable judgment of the Board is unable to perform the essential functions of his job, with or without accommodation, because of a mental or physical illness, disease or condition (such illness, disease and incapacity referred to as, a “Disability”) and the Employee has not performed the powers, duties, authorities, and responsibilities typically associated with his position in public companies of a similar size and nature, the Employer shall

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have the right to terminate the Employee’s employment for Disability hereunder by delivery of written notice to the Employee at any time and the Employee shall immediately be paid on the last date of employment (i) all Accrued Obligations, all to the date of termination except that any deferred compensation plan or arrangement shall be paid at the time(s) and on the terms and conditions specified in any such deferred compensation plan or arrangement, (ii) upon receipt of proper documentation in accordance with Avocent’s standard reimbursement policies, reimbursement of any appropriate business expenses incurred by the Employee in connection with his duties hereunder on or prior to the date of termination of employment, and (iii) all severance compensation provided in Section 4.3, but no other compensation or reimbursement of any kind.  Reimbursements will be made as soon as administratively practicable following the approval of the reimbursement in accordance with Company policies, but in no event will taxable reimbursements be made later than the last date permitted by Section 409A such that the reimbursements are not subject to any additional taxation pursuant to Section 409A.

2.6            TERMINATION BY REASON OF DEATH.  In the event of the Employee’s death during the term of this Agreement, the Employee’s employment shall be deemed to have terminated as of the date of death and the Employer shall, as soon as administratively practicable, pay to his estate or such beneficiaries as the Employee may from time to time designate (i) all Accrued Obligations, all to the date of termination except that any deferred compensation plan or arrangement shall be paid at the time(s) and on the terms and conditions specified in any such deferred compensation plan or arrangement, (ii) upon receipt of proper documentation in accordance with Avocent’s standard reimbursement policies, reimbursement of any appropriate business expenses incurred by the Employee in connection with his duties hereunder on or prior to the date of termination of employment, and (iii) all severance compensation provided in Section 4.4, but the Employee’s estate and beneficiaries shall not be paid any other compensation or reimbursement of any kind.  For the avoidance of doubt, amounts payable under any life insurance policies shall be paid in accordance with their terms.  Reimbursements will be made as soon as administratively practicable following the approval of the reimbursement in accordance with Company policies, but in no event will taxable reimbursements be made later than the last date permitted by Section 409A such that the reimbursements are not subject to any additional taxation pursuant to Section 409A.

2.7            VOLUNTARY TERMINATION.  Notwithstanding anything else in this Agreement, the Employee may effect a Voluntary Termination at any time upon giving thirty (30) days written notice to the Employer of such termination.  In the event of a Voluntary Termination, the Employer shall immediately pay (i) all Accrued Obligations, all to the date of termination except that any deferred compensation plan or arrangement shall be paid at the time(s) and on the terms and conditions specified in any such deferred compensation plan or arrangement, and (ii) upon receipt of proper documentation in accordance with Avocent’s standard reimbursement policies, reimbursement of any appropriate business expenses incurred by the Employee in connection with Employee’s duties hereunder on or prior to the date of termination of employment, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.  Reimbursements will be made as soon as administratively practicable following the approval of the reimbursement in accordance with Company policies, but in no event will taxable reimbursements be made later than the last date permitted by Section 409A such that the reimbursements are not subject to any additional taxation pursuant to Section 409A.

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2.8            TERMINATION UPON A CHANGE IN CONTROL.  In the event of a Termination Upon a Change in Control, the Employee shall immediately be paid (i) all Accrued Obligations, all to the date of termination except that any deferred compensation plan or arrangement shall be paid at the time(s) and on the terms and conditions specified in any such deferred compensation plan or arrangement, (ii) upon receipt of proper documentation in accordance with Avocent’s standard reimbursement policies, reimbursement of any appropriate business expenses incurred by the Employee in connection with his duties hereunder on or prior to the date of termination of employment, and (iii) all severance compensation provided in Section 4.1, but no other compensation or reimbursement of any kind.  Reimbursements will be made as soon as administratively practicable following the approval of the reimbursement in accordance with Company policies, but in no event will taxable reimbursements be made later than the last date permitted by Section 409A such that the reimbursements are not subject to any additional taxation pursuant to Section 409A.

3.      SALARY, BENEFITS AND BONUS COMPENSATION.

3.1            BASE SALARY.  Effective                    , 200   (the “Effective Date”), as payment for the services to be rendered by the Employee as provided in Section 1 and subject to the terms and conditions of Section 2, the Employer agrees to pay to the Employee a “Base Salary” at the rate of                                                      Thousand Dollars ($                  .00) per annum, payable in equal bi-weekly installments in accordance with Employer’s normal payroll practices.  The Base Salary for each calendar year (or proration thereof) beginning January 1, 2009 shall be determined by the Compensation Committee of the Board (the “Compensation Committee”).   The Employee’s Base Salary shall be reviewed annually by the Board and the Compensation Committee.

3.2            BONUSES.  The Employee shall be eligible to earn a bonus for each calendar year (or portion thereof) during the term of this Agreement and any extensions thereof, with the actual amount of any such bonus to be determined in the sole discretion of the Compensation Committee based upon its evaluation of the Employee’s performance during such year, with the annual target for each calendar year being at least                  percent (    %) of Base Salary for that year and the annual bonus opportunity for each calendar year being at least                    percent (    %) of the Base Salary for that year.  Employee must be employed by Avocent on the last day of the fiscal year (or other period determined by the Compensation Committee) to which the bonus relates.  All such bonuses shall be payable during the last month of the fiscal year or within forty-five (45) days after the end of the fiscal year (or other period determined by the Compensation Committee) to which such bonus relates.  In no event will any such bonus be paid later than March 15 th  of the year following the fiscal year in which the bonus is earned.  All such bonuses shall be reviewed annually by the Compensation Committee.

3.3            ADDITIONAL BENEFITS.  During the term of this Agreement, the Employee shall be entitled to the following fringe benefits:

(a)            THE EMPLOYEE BENEFITS.  The Employee shall be eligible to participate in such of Avocent’s benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of Avocent, including, without limitation, equity plans, Section 401(k) plan, profit sharing plans, deferred compensation plan, annual physical examinations, dental and medical plans, personal catastrophe and disability insurance, retirement plans and supplementary executive retirement plans, if any, in each case in

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accordance with the terms and provisions of the relevant plan and as such plans, policies, and arrangements may exist from time to time.  For purposes of establishing the length of service under any benefit plans or programs of Avocent, the Employee’s employment with the Employer (or any successor) will be deemed to have commenced on                                 .  Avocent retains the right to modify or terminate any and all benefit plans and programs at any time and for any reason.

(b)            VACATION.  During the term of this Agreement, the Employee shall be entitled to not less than three (3) weeks of paid vacation during each calendar year in accordance with the Avocent Corporation’s vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto.

(c)            REIMBURSEMENT FOR EXPENSES.  During the term of this Agreement, the Employer or Avocent Corporation shall reimburse the Employee