Exhibit 10.4

EMPLOYMENT AND NONCOMPETITION AGREEMENT

THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made and entered into as of January 2, 2008, by and among Avocent Huntsville Corp., an Alabama corporation (“Employer”), Avocent Corporation, a Delaware corporation, and Kay E. Kienast (the “Employee”).

RECITALS

WHEREAS, Avocent Corporation and its affiliates (collectively referred to in this Agreement as “Avocent”) are engaged in the business of designing, manufacturing, and selling connectivity and centralized management of information technology infrastructure solutions for enterprise data centers, branch offices, and small to medium size businesses worldwide;

WHEREAS, Employee, Employer, and Avocent Corporation now wish to enter into this Employment and Noncompetition Agreement, and Employee is willing to accept employment as Avocent’s Executive Vice President – Chief Marketing Officer on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

THE PARTIES HERETO AGREE AS FOLLOWS:

1.             DUTIES. During the term of this Agreement, the Employee agrees to be employed by Employer and to serve Avocent as its Executive Vice President – Chief Marketing Officer. The Employee shall devote such of her business time, energy, and skill to the affairs of Avocent and Employer as shall be necessary to perform the duties of Chief Marketing Officer. The Employee shall report to the Chief Executive Officer of Avocent Corporation and to the Board of Directors of Avocent Corporation, and at all times during the term of this Agreement, the Employee shall have powers and duties at least commensurate with her position as Chief Marketing Officer of Avocent Corporation.

2.             TERM OF EMPLOYMENT.

2.1           DEFINITIONS. For purposes of this Agreement the following terms shall have the following meanings:

(a)           “TERMINATION FOR CAUSE” shall mean termination by the Employer or Avocent Corporation of the Employee’s employment with the Employer or Avocent by reason of the Employee’s willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Employer or Avocent or by reason of the Employee’s willful material breach of this Agreement which has resulted in material injury to the Employer or Avocent.

(b)   “TERMINATIONS OTHER THAN FOR CAUSE” shall mean termination by the Employer or Avocent Corporation of the Employee’s employment with the Employer or Avocent (other than in a Termination for Cause) and shall include any constructive termination of the Employee’s employment by reason of material breach of this Agreement by the Employer or Avocent, such constructive termination to be effective upon thirty (30) days written

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notice from the Employee to the Employer of such constructive termination; provided, however, that the term “Termination Other Than for Cause” shall not include Employer’s termination of Employee if Employee has not commenced living (in temporary accommodations) in the Huntsville, Alabama area by January 14, 2008, and competed her physical relocation to the Huntsville, Alabama area by May 31, 2008, and any such termination of Employee by Employer shall be treated as a “Voluntary Termination” by Employee under this Agreement.

(c)           “VOLUNTARY TERMINATION” shall mean termination by the Employee of the Employee’s employment with the Employer or Avocent other than (i) constructive termination as described in subsection 2.1(b), (ii) “Termination Upon a Change in Control” as described in Section 2.1(e), and (iii) termination by reason of the Employee’s disability or death as described in Sections 2.5 and 2.6. “Voluntary Termination” shall also include Employer’s termination of Employee if Employee has not commenced living (in temporary accommodations) in the Huntsville, Alabama area by January 14, 2008, and competed her physical relocation to the Huntsville, Alabama area by May 31, 2008.

(d)           “TERMINATION UPON A CHANGE IN CONTROL” shall mean (i) a termination by the Employee of the Employee’s employment with the Employer or Avocent 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 (other than a Termination for Cause) within eighteen (18) months following any “Change in Control.”

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

(i)            Any person (other than Avocent Corporation) acquires beneficial ownership of Employer’s or Avocent Corporation’s securities and is or thereby becomes a beneficial owner of securities entitling such person to exercise twenty-five percent (25%) or more of the combined voting power of Employer’s or 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)          Avocent Corporation’s stockholders approve:

(1)           any consolidation or merger 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 or consolidation of Avocent Corporation in which the holders of

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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 subparagraphs (e)(iii)(1) and (e)(iii)(2) above, 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.

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 is terminated under any of the provisions of this Agreement.

2.3           TERMINATION FOR CAUSE. Termination For Cause may be effected by the Employer at any time during the term of this Agreement and shall be effected by thirty (30) days written notification to the Employee from the Boards of Directors of Employer and Avocent Corporation stating the reason for termination. Upon Termination For Cause, the Employee immediately shall be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), 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, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with her duties hereunder, all to the date of termination, but the Employee shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.4           TERMINATION OTHER THAN FOR CAUSE. Notwithstanding anything else in this Agreement, the Employer 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 all accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), 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, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with her duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5           TERMINATION BY REASON OF DISABILITY. If, during the term of this Agreement, the Employee, in the reasonable judgment of the Board of Directors of Avocent Corporation, has failed to perform her duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than six (6) 

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consecutive months, the Employer shall have the right to terminate the Employee’s employment hereunder by delivery of written notice to the Employee at any time after such six month period and payment to the Employee of all accrued salary, bonus compensation to the extent earned, additional bonus compensation in an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination, vested deferred compensation, if any (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), 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 (including having the vesting of any awards granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and accelerated), accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with her duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue for a period of twelve (12) months from the date of such notice of termination, but the Employee shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

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 last day of the month during which her death occurs and the Employer shall pay to her estate or such beneficiaries as the Employee may from time to time designate all accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), 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 (including having the vesting of any awards granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and accelerated), accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with her duties hereunder, all to the date of termination, but the Employee’s estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

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 all accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), 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, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with her duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

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 all accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), 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 (including having the vesting of any awards

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granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and accelerated), accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with her duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.1, but no other compensation or reimbursement of any kind.

3.     SALARY, BENEFITS AND BONUS COMPENSATION.

3.1           BASE SALARY. Effective January 7, 2008, 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 $275,000.00 per annum, payable in equal bi-weekly installments. The Base Salary for each calendar year (or proration thereof) beginning January 1, 2009 shall be determined by the Board of Directors of Avocent Corporation upon a recommendation of the Compensation Committee of Avocent Corporation (the “Compensation Committee”), which shall authorize an increase in the Employee’s Base Salary in an amount which, at a minimum, shall be equal to the cumulative cost-of-living increment on the Base Salary as reported in the “Consumer Price Index for All Urban Consumers(CPI-U), All Items Index” for South Urban Size A, published by the U.S. Department of Labor (using January 1, 2008, as the base date for computation prorated for any partial year). The Employee’s Base Salary shall be reviewed annually by the Board of Directors and the Compensation Committee of Avocent Corporation.

3.2           BONUSES. The Employee shall be eligible to receive 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 of the Board of Directors of Avocent Corporation based upon its evaluation of the Employee’s performance during such year. 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 to which such bonus relates. All such bonuses shall be reviewed annually by the Compensation Committee of Avocent Corporation.

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 or Avocent, including, without limitation, stock option, restricted stock, performance share, and other 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. 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 the date that Employee first commenced employment, which was January 7, 2008.

(b)           VACATION. The Employee shall be entitled to vacation in accordance with the Avocent Corporation’s vacation policy but in no event less than three (3) weeks during each year of this Agreement.