RETIREMENT AND GENERAL RELEASE AGREEMENT

Exhibit 10.2.2

RETIREMENT AND GENERAL RELEASE AGREEMENT

This Retirement and General Release Agreement (the “Agreement”) is entered into this 23rd day of January, 2008, by and among Avocent Huntsville Corp. (“Employer”), Avocent Corporation, and John R. Cooper (“Mr. Cooper”) to set forth the terms and conditions of the termination of Mr. Cooper’s employment with Avocent Huntsville Corp. and its affiliates, including without limitation Avocent Corporation.  Avocent Huntsville Corp. and Avocent Corporation are collectively referred to as “Employer” in this Agreement.

1.                                       Termination of Employment; Resignation as Chairman.  Employer and Mr. Cooper hereby agree that, effective at the close of business on March 31, 2008 (the “Effective Date”), Mr. Cooper will resign as a Director and as the Chief Executive Officer and employee of Avocent Corporation and of each of its affiliates, which resignations are hereby accepted by Avocent Corporation on behalf of itself and each affiliate.  Mr. Cooper and Employer agree that Mr. Cooper’s termination of employment shall be deemed a “Termination Other Than For Cause” as defined in Sections 2.4 and 4.2 of that certain Amended and Restated Employment and Noncompetition Agreement among Mr. Cooper, Avocent Huntsville Corp., and Avocent Corporation dated December 13, 2006 (the “Employment Agreement”) and that the benefits described in this Agreement are pursuant to the terms of that Employment Agreement.  Effective immediately, Mr. Cooper hereby resigns as the Chairman of the Board of Directors of Avocent Corporation.

2.                                       Benefits .  Mr. Cooper shall be entitled to receive his current pay ($523,000 per annum) and benefits through March 31, 2008.  Thereafter, in consideration for the release from Mr. Cooper described in Section 8 of this Agreement and in lieu of any other benefits otherwise due to Mr. Cooper under law or by agreement, Employer and Mr. Cooper agree that, subject to compliance by Mr. Cooper with the terms and conditions of the Employment Agreement and this Agreement (including the noncompetition and confidentiality provisions described in Section 11) and in exchange for Mr. Cooper’s signature on this Agreement and on Attachments A and B , Mr. Cooper will:

(a)           On October 2, 2008, receive a lump sum payment of One Million Three Hundred Eighty One Thousand One Hundred Fifty-Three Dollars and Seventy Cents ($1,381,153.70), less required withholding and deductions (including without limitation amounts determined by Employer as the employee-paid premium for the health plan coverage described in Section 2(d) below).

(b)           Be able to exercise the following vested options to purchase Avocent Corporation shares on or before the following specified exercise dates under the terms and conditions of the various stock option plans of Avocent Corporation and its affiliates under which Mr. Cooper has previously been granted options:

1

Mr. Cooper acknowledges that he must exercise all vested options by the Exercise Dates set forth above under the terms and conditions specified in the stock option plans of Avocent Corporation and its affiliates or these options will terminate and expire.

(c)           On the Effective Date, vest in the following unvested restricted stock units and earned performance shares, and on such date and on the subsequent delivery date, the minimum statutorily required federal, state, and local withholding taxes with respect to such restricted stock units and earned performance shares will be paid by reducing the number of vested restricted stock units (which are payable in Avocent shares) and earned performance shares actually delivered to Mr. Cooper, which such shares shall be delivered to Mr. Cooper with any restrictive legends required by the applicable securities laws and regulations on October 2, 2008:

(d)           Through March 31, 2010, be eligible for employee and dependent coverage under Employer’s medical (including annual visits to the Cooper Clinic), dental, Section 125 medical reimbursement, and supplemental long-term disability plans in which Mr. Cooper is a participant to the same extent as available to him prior to the Effective Date.

2

Mr. Cooper further acknowledges and agrees that the benefits in this Section 2 include payment for all his wages and accrued but unused vacation, personal, sick leave, and other paid-time off through March 31, 2008, and Mr. Cooper also acknowledges that he will not accrue any additional vacation or be eligible for any other incentive, bonus, or commission payments from Employer for 2007 or 2008 (except amounts previously paid to him and any matching 401(k) contribution that Employer makes on behalf of all eligible employees for compensation in 2008).

3.             Duties .  Mr. Cooper agrees that, from the date of this Agreement through the Effective Date he will actively assist the Board of Directors of Avocent Corporation in assuring an orderly transition of his executive and management responsibilities, and thereafter, he will be reasonably available upon advance notice to confer and consult with Employer on matters with which he is familiar.

4.             Performance of Duties, Pay.   Mr. Cooper acknowledges that he will be entitled to receive the consideration specified in Section 2 of this Agreement only if (i) at the time any such consideration is payable, he is not in material breach of this Agreement (including the obligation to provide the services described in Section 3 of this Agreement and the confidentiality and noncompetition obligations described in his Employment Agreement and in Section 11 this Agreement), and (ii) he signs and returns Attachment A confirming that he does not revoke the Agreement, and provided that Attachment A is signed not fewer than eight (8) calendar days after Mr. Cooper signs this Agreement.  Mr. Cooper also understands and agrees that, as an additional condition to receiving or retaining the consideration (including any Avocent shares received on the acceleration of the vesting of restricted stock units or performance shares) provided for in Section 2 of this Agreement, Mr. Cooper must execute and return to Employer the Confirmation of Retirement and General Release Agreement attached as Attachment B , which may not be signed any earlier than April 1, 2008.

5.              Medical Insurance .  Pursuant to his rights under the federal COBRA statute and regulations and subject to the conditions of COBRA, Mr. Cooper and his eligible dependents will have the opportunity to continue group medical insurance through Employer after March 31, 2010, for a period of eighteen (18) months at his expense.

6.              Return of Property.   Mr. Cooper will not have an office at Employer after the Effective Date.  On the Effective Date, he agrees to return all other Employer property in his possession or under his control, including, but not limited to, files, documents of any kind, notebooks, lab books, laptop computer, cell phone, credit cards, keys and access cards to Employer, including all copies of Employer information in any form or media, and not to delete any Employer information which may be contained on any Employer computers or on electronic media prior to returning such items to the Employer.

7.              Covenant Not to Sue .  Mr. Cooper represents that he has not filed any complaints, charges, or lawsuits against Employer, or any of their affiliates, and Mr. Cooper agrees that he will not do so at any time hereafter other than to enforce the terms of this Agreement.  Employer represents that it has not filed any complaints, charges, or lawsuits against

3

Mr. Cooper and that, on the date of this Agreement, the members of Avocent Corporation’s Board of Directors have no actual knowledge of any basis for doing so.

8.              Complete Release .  In consideration for the continuation of employment through the Effective Date, the payment of benefits to Mr. Cooper, and other benefits set forth in this Agreement, John R.   Cooper, on behalf of himself, his marital community, and his and their heirs, successors, and assigns, releases and discharges Avocent Corporation, Avocent Huntsville Corp, and their affiliated and predecessor corporations, their employee benefit plans, their current and former directors, officers, agents, employees, and attorneys, and each of their respective successors and assigns (the &#822