** Exhibit 10.2**

**AMENDED AND RESTATED**

**EMPLOYMENTAND NONCOMPETITION AGREEMENT**

THIS AMENDED ANDRESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made andentered into as of December 13, 2006, by and among Avocent Huntsville Corp., anAlabama corporation (“Employer”), Avocent Corporation, a Delaware corporation,and John R. Cooper****(the “Employee”).

RECITALS

WHEREAS, AvocentCorporation and its affiliates (collectively referred to in this Agreement as “Avocent”)are engaged in the business of designing, manufacturing, and selling connectivityand centralized management of information technology infrastructure solutionsfor enterprise data centers, branch offices, and small to medium sizebusinesses worldwide;

WHEREAS, Employee,Employer, and Avocent Corporation entered into that certain Amended andRestated Employment and Noncompetition Agreement dated October 10, 2003 (the “2003Employment Agreement”); and

WHEREAS, Employee,Employer, and Avocent Corporation now wish to amend and restate the 2003Employment Agreement with this Amended and Restated Employment andNoncompetition Agreement, and Employee is willing to accept employment asAvocent’s Chief Executive Officer on the terms and subject to the conditionsset forth in this Agreement.

**AGREEMENT**

# THE PARTIES HERETO AGREE AS FOLLOWS:

# 1.             DUTIES.  During the term of this Agreement, theEmployee agrees to be employed by Employer and to serve Avocent as its ChiefExecutive Officer.  The Employee shalldevote such of his business time, energy, and skill to the affairs of Avocentand Employer as shall be necessary to perform the duties of Chief ExecutiveOfficer.  The Employee shall report onlyto the Board of Directors of Avocent Corporation and at all times during theterm of this Agreement, the Employee shall have powers and duties at leastcommensurate with his position as Chief Executive Officer of AvocentCorporation.

# 2.             TERM OF EMPLOYMENT.

## 2.1           DEFINITIONS.  Forpurposes of this Agreement the following terms shall have the followingmeanings:

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

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### (b)           “TERMINATIONS OTHER THAN FOR CAUSE” shall mean terminationby the Employer or Avocent Corporation of the Employee’s employment with theEmployer or Avocent (other than in a Termination for Cause) and shall includeany constructive termination of the Employee’s employment by reason of materialbreach of this Agreement by the Employer or Avocent, such constructivetermination to be effective upon thirty (30) days written notice from theEmployee to the Employer of such constructive termination.

### (c)           “VOLUNTARY TERMINATION” shall mean termination by theEmployee of the Employee’s employment with the Employer or Avocent other than(i) constructive termination as described in subsection 2.1(b), (ii) “TerminationUpon a Change in Control” as described in Section 2.1(e), and(iii) termination by reason of the Employee’s disability or death asdescribed in Sections 2.5 and 2.6.

### (d)           “TERMINATION UPON A CHANGE IN CONTROL” shall mean (i) atermination by the Employee of the Employee’s employment with the Employer orAvocent within six (6) months following any “Change in Control” or (ii) anytermination by the Employer or Avocent Corporation of the Employee’s employmentwith the Employer or Avocent (other than a Termination for Cause) withineighteen (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 beneficialownership of Employer’s or Avocent Corporation’s securities and is or therebybecomes a beneficial owner of securities entitling such person to exercisetwenty-five percent (25%) or more of the combined voting power of Employer’s orAvocent Corporation’s then outstanding stock. For purposes of this Agreement, “beneficial ownership” shall bedetermined in accordance with Regulation 13D under the Securities ExchangeAct of 1934, or any similar successor regulation or rule; and the term “person”shall include any natural person, corporation, partnership, trust orassociation, or any group or combination thereof, whose ownership of Employer’sor Avocent Corporation’s securities would be required to be reported under suchRegulation 13D, or any similar successor regulation or rule.

#### (ii)   Within any twenty-four (24) month period, the individuals who wereDirectors of Avocent Corporation at the beginning of any such period, togetherwith any other Directors first elected as directors of Avocent Corporationpursuant to nominations approved or ratified by at least two-thirds (2/3) ofthe Directors in office immediately prior to any such election, cease to constitutea majority of the Board of Directors of Avocent Corporation.

#### (iii)  Avocent Corporation’s stockholders approve:

##### (1)           any consolidation or merger of Avocent Corporation inwhich Avocent Corporation is not the continuing or surviving corporation orpursuant to which shares of Avocent Corporation common stock would be convertedinto cash, securities or other property, other than a merger or consolidationof Avocent Corporation in which the holders of Avocent Corporation’s commonstock immediately prior to the merger or consolidation have substantially thesame proportionate ownership and voting control of the surviving corporationimmediately after the merger or consolidation; or

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##### (2)           any sale, lease, exchange, liquidation or other transfer(in one transaction or a series of transactions) of all or substantially all ofthe assets of Avocent Corporation.

Notwithstandingsubparagraphs (e)(iii)(1) and (e)(iii)(2) above, the term “Change inControl” shall not include a consolidation, merger, or other reorganization ifupon consummation of such transaction all of the outstanding voting stock ofAvocent Corporation is owned, directly or indirectly, by a holding company, andthe holders of Avocent Corporation’s common stock immediately prior to thetransaction have substantially the same proportionate ownership and votingcontrol of such holding company after such transaction.

## 2.2           TERM.  The term ofemployment of the Employee by the Employer under this Agreement shall begin onthe date of this Agreement, and end when such employment is terminated underany of the provisions of this Agreement.

## 2.3           TERMINATION FOR CAUSE. Termination For Cause may be effected by the Employer at any time duringthe term of this Agreement and shall be effected by thirty (30) days writtennotification to the Employee from the Board of Directors of Avocent Corporationstating the reason for termination.  UponTermination For Cause, the Employee immediately shall be paid all accruedsalary, bonus compensation to the extent earned, vested deferred compensation,if any (other than pension plan or profit sharing plan benefits which will bepaid in accordance with the applicable plan), any benefits under any plans ofEmployer or Avocent in which the Employee is a participant to the full extent ofthe Employee’s rights under such plans, accrued vacation pay and anyappropriate business expenses incurred by the Employee in connection with hisduties hereunder, all to the date of termination, but the Employee shall not bepaid any other compensation or reimbursement of any kind, including withoutlimitation, severance compensation.

## 2.4           TERMINATION OTHER THAN FOR CAUSE.  Notwithstanding anything else in thisAgreement, the Employer may effect a Termination Other Than For Cause at anytime upon giving thirty (30) days written notice to the Employee of suchtermination.  Upon any Termination OtherThan 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 inaccordance with the applicable plan), any benefits under any plans of Employeror Avocent in which the Employee is a participant to the full extent of theEmployee’s rights under such plans, accrued vacation pay and any appropriatebusiness expenses incurred by the Employee in connection with his dutieshereunder, all to the date of termination, and all severance compensationprovided in Section 4.2, but no other compensation or reimbursement of anykind.

## 2.5           TERMINATION BY REASON OF DISABILITY.  If, during the term of this Agreement, theEmployee, in the reasonable judgment of the Board of Directors of AvocentCorporation, has failed to perform his duties under this Agreement on accountof illness or physical or mental incapacity, and such illness or incapacitycontinues for a period of more than six (6) consecutive months, the Employershall have the right to terminate the Employee’s employment hereunder bydelivery of written notice to the Employee at any time after such six monthperiod and payment to the Employee of all accrued salary, bonus compensation tothe extent earned, additional bonus compensation in an amount equal to theaverage annual bonus earned by the Employee as an employee of AvocentCorporation and its affiliates and predecessors in the two (2) years 

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## immediately preceding the date oftermination, vested deferred compensation, if any (other than pension plan orprofit sharing plan benefits which will be paid in accordance with theapplicable plan), any benefits under any plans of Employer or Avocent in whichthe Employee is a participant to the full extent of the Employee’s rights undersuch plans (including having the vesting of any awards granted to the Employeeunder any Avocent stock option, restricted stock, performance share, or otherequity plans deemed and treated as fully earned and accelerated), accruedvacation pay and any appropriate business expenses incurred by the Employee inconnection with his duties hereunder, all to the date of termination, with theexception of medical and dental benefits which shall continue for a period oftwenty-four (24) months from the date of such notice of termination, but theEmployee 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 duringthe term of this Agreement, the Employee’s employment shall be deemed to haveterminated as of the last day of the month during which his death occurs andthe Employer shall pay to his estate or such beneficiaries as the Employee mayfrom time to time designate all accrued salary, bonus compensation to theextent earned, vested deferred compensation, if any (other than pension plan orprofit sharing plan benefits which will be paid in accordance with theapplicable plan), any benefits under any plans of Employer or Avocent in whichthe Employee is a participant to the full extent of the Employee’s rights undersuch plans (including having the vesting of any awards granted to the Employeeunder any Avocent stock option, restricted stock, performance share, or otherequity plans deemed and treated as fully earned and accelerated), accruedvacation pay and any appropriate business expenses incurred by the Employee inconnection with his duties hereunder, all to the date of termination, but theEmployee’s estate shall not be paid any other compensation or reimbursement ofany kind, including without limitation, severance compensation.

## 2.7           VOLUNTARY TERMINATION. Notwithstanding anything else in this Agreement, the Employee may effecta Voluntary Termination at any time upon giving thirty (30) days written noticeto the Employer of such termination.  Inthe event of a Voluntary Termination, the Employer shall immediately pay allaccrued salary, bonus compensation to the extent earned, vested deferredcompensation, if any (other than pension plan or profit sharing plan benefitswhich will be paid in accordance with the applicable plan), any benefits underany plans of Employer or Avocent in which the Employee is a participant to thefull extent of the Employee’s rights under such plans, accrued vacation pay andany appropriate business expenses incurred by the Employee in connection withhis duties hereunder, all to the date of termination, but no other compensationor reimbursement of any kind, including without limitation, severancecompensation.

## 2.8           TERMINATION UPON A CHANGE IN CONTROL.  In the event of a Termination Upon a Changein Control, the Employee shall immediately be paid all accrued salary, bonuscompensation to the extent earned, vested deferred compensation, if any (otherthan pension plan or profit sharing plan benefits which will be paid in accordancewith the applicable plan), any benefits under any plans of Employer or Avocentin which the Employee is a participant to the full extent of the Employee’srights under such plans (including having the vesting of any awards granted tothe Employee under any Avocent stock option, restricted stock, performanceshare, or other equity plans deemed and treated as fully earned andaccelerated), accrued vacation pay and any appropriate business expensesincurred by the Employee in connection with his duties hereunder, all to thedate of termination, and all severance compensation provided inSection 4.1, but no other compensation or reimbursement of any kind.

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# 3.     SALARY, BENEFITS AND BONUSCOMPENSATION.

## 3.1           BASESALARY.  Effective January 1, 2006, aspayment for the services to be rendered by the Employee as provided inSection 1 and subject to the terms and conditions of Section 2, theEmployer agrees to pay to the Employee a “Base Salary” at the rate of $500,000per annum, payable in equal bi-weekly installments.  The Base Salary for each calendar year (orproration thereof) beginning January 1, 2006****shallbe determined by the Board of Directors of Avocent Corporation upon arecommendation of the CompensationCommittee of Avocent Corporation (the “Compensation Committee”), whichshall 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 theBase Salary as reported in the “ConsumerPrice Index for All Urban Consumers (CPI-U), All Items Index, for South UrbanSize A” published by the U.S. Department of Labor (using January 1, 2006, asthe base date for computation prorated for any partial year).* *TheEmployee’s Base Salary shall be reviewed annually by the Board of Directors andthe Compensation Committee of Avocent Corporation.

## 3.2           BONUSES.  The Employee shall be eligible to receive abonus for each calendar year (or portion thereof) during the term of thisAgreement and any extensions thereof, with the actual amount of any such bonusto be determined in the sole discretion of the Compensation Committee of theBoard of Directors of Avocent Corporation based upon its evaluation of theEmployee’s performance during such year. All such bonuses shall be payable during the last month of the fiscalyear or within forty-five (45) days after the end of the fiscal year to whichsuch bonus relates.  All such bonusesshall be reviewed annually by the Compensation Committee of Avocent Corporation.

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

### (a)           THE EMPLOYEE BENEFITS.  The Employee shall be eligible to participatein such of Avocent’s benefits and deferred compensation plans as are nowgenerally available or later made generally available to executive officers ofAvocent, including, without limitation, stock option, restricted stock,performance share, and other equity plans, Section 401(k) plan, profit sharingplans, deferred compensation plan, annual physical examinations, dental andmedical plans, personal catastrophe and disability insurance, retirement plansand supplementary executive retirement plans, if any.  For purposes of establishing the length ofservice under any benefit plans or programs of Avocent, the Employee’semployment with the Employer (or any successor) will be deemed to havecommenced on the date that Employee first commenced employment with Employer,which was March 4, 2002.

### (b)           VACATION.  The Employee shall be entitled to vacation inaccordance with the Avocent Corporation’s vacation policy but in no event lessthan four weeks during each year of this Agreement.

### (c)           LIFE INSURANCE.  For the term of this Agreement and anyextensions thereof, the Employer shall at its expense procure and keep ineffect term life insurance on the life of the Employee, payable to suchbeneficiaries as the Employee may from time to time designate, in an aggregateamount equal to three times the Employee’s Base Salary.  Such policy 

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### shall be owned by the Employee or by anyperson or entity with an insurable interest in the life of the Employee.

### (d)           REIMBURSEMENT FOR EXPENSES.  During the term of this Agreement, theEmployer or Avocent Corporation shall reimburse the Employee for reasonable andproperly documented out-of-pocket business and/or entertainment expensesincurred by the Employee in connection with his duties under this Agreement inaccordance with Avocent’s standard reimbursement policies.

# 4.             SEVERANCECOMPENSATION.

## 4.1           SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION UPONA CHANGE IN CONTROL.  In the event of aTermination Upon a Change in Control, the Employee shall be paid as severancecompensation his Base Salary (at the rate payable at the time of suchtermination) for a period of twenty-four (24) months from the date of suchTermination Upon a Change in Control, on the dates specified inSection 3.1, and the Employee shall also be paid an amount equal to theaverage annual bonus earned by the Employee as an employee of Avocent Corporationand its affiliates and predecessors in the two (2) years immediately precedingthe date of termination.  Notwithstandinganything in this Section 4.1 to the contrary, the Employee may in theEmployee’s sole discretion, by delivery of a notice to the Employer withinthirty (30) days following a Termination Upon a Change in Control, elect toreceive from the Employer a lump sum severance payment by bank cashier’s checkequal to the present value of the flow of cash payments that would otherwise bepaid to the Employee pursuant to this Section 4.1.  Such present value shall be determined as ofthe date of delivery of the notice of election by the Employee and shall bebased on a discount rate equal to the interest rate of 90-day U.S.Treasury bills, as reported in *The WallStreet Journal* (or similar publication), on the date of delivery ofthe election notice.  If the Employeeelects to receive a lump sum severance payment, Avocent Corporation shall causethe Employer to make such payment to the Employee within ten (10) daysfollowing the date on which the Employee notifies the Employer of the Employee’selection.  The Employee shall also beentitled to have the vesting of any awards granted to the Employee under anyAvocent stock option, restricted stock, performance share, or other equityplans deemed and treated as fully earned and accelerated.  The Employee shall be provided with medicalplan benefits under any health plans of Avocent or Employer in which the Employeeis a participant to the full extent of the Employee’s rights under such plansfor a period of twenty-four (24) months from the date of such Termination Upona Change in Control (even if Employee elects to receive a lump sum severancepayment).

## 4.2           SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHERTHAN FOR CAUSE.  In the event of aTermination Other Than for Cause, the Employee shall be paid as severancecompensation his Base Salary (at the rate payable at the time of suchtermination) for a period of twenty-four (24) months from the date of suchtermination, on the dates specified in Section 3.1, and:

## Employee shall also be paid an amount equalto the average annual bonus earned by the Employee as an employee of AvocentCorporation and its affiliates and predecessors in the two (2) yearsimmediately preceding the date of termination. Notwithstanding anything in this Section 4.2 to the contrary, theEmployee may in the Employee’s sole discretion, by delivery of a notice to theEmployer within thirty (30) days following a Termination Other Than for Cause,elect to receive 

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## from the Employer a lump sum severancepayment by bank cashier’s check equal to the present value of the flow of cashpayments that would otherwise be paid to the Employee pursuant to thisSection 4.2.  Such present valueshall be determined as of the date of delivery of the notice of election by theEmployee and shall be based on a discount rate equal to the interest rate on 90-dayU.S. Treasury bills, as reported in *The WallStreet Journal* (or similar publication), on the date of delivery ofthe election notice.  If the Employeeelects to receive a lump sum severance payment, Avocent Corporation shall causethe Employer to make such payment to the Employee within ten (10) days followingthe date on which the Employee notifies the Employer of the Employee’selection.  The Employee shall also beentitled to have the vesting of any awards granted to the Employee under anyAvocent stock option, restricted stock, performance share, or other equityplans deemed and treated as fully earned and accelerated.  The Employee shall be provided with medicalplan benefits under any health plans of Avocent or Employer in which theEmployee is a participant to the full extent of the Employee’s rights undersuch plans for a period of twenty-four (24) months from the date of suchTermination Other Than for Cause (even if Employee elects to receive a lump sumseverance payment).

## 4.3           NO SEVERANCE COMPENSATION UNDER OTHER TERMINATION.  In the event of a Voluntary Termination,Termination For Cause, termination by reason of the Employee’s disabilitypursuant to Section 2.5, or termination by reason of the Employee’s deathpursuant to Section 2.6, the Employee or his estate shall not be paid anyseverance compensation.

4.4           SECTION 409A COMPLIANCE.  Notwithstanding anything to the contrary inthis Agreement, any cash severance payments otherwise due to Employee pursuantto Section 4 or otherwise on or within the six-month period following Employee’stermination will accrue during such six-month period and will become payable ina lump sum payment on the date six (6) months and one (1) day following thedate of Employee’s termination, provided, that such cash severance paymentswill be paid earlier, at the times and on the terms set forth in the applicableprovisions of Section 4, if Employer reasonably determines that the impositionof additional tax under Section 409A of the Internal Revenue Code of 1986, asamended, will not apply to an earlier payment of such cash severance payments.  In addition, this Agreement will be deemedamended in Employer’s reasonable discretion to the extent necessary to avoidimposition of any additional tax or income recognition prior to actual paymentto Employee under Code Section 409A and any temporary, proposed or finalTreasury Regulations and guidance promulgated thereunder and the parties agreeto cooperate with each other and to take reasonably necessary steps in thisregard so as not to reduce the benefits provided to Employee under thisAgreement.  Employer agrees to notifyEmployee of any such proposed amendments prior to implementing any suchamendment.

5.             NON-COMPETITION OBLIGATIONS.  Unless waived or reduced by the Employer orAvocent, during the term of this Agreement and for a period of thirty-six (36)months thereafter, the Employee will not, without the Employer’s and AvocentCorporation’s prior written consent, directly or indirectly:

### (a)          either alone or as apartner, joint venturer, officer, director, employee, consultant, agent,independent contractor or stockholder of any company or business, engage in anybusiness activity world wide which is substantially similar to or in directcompetition with any of the business activities of or services provided byEmployer or Avocent at such time. Notwithstanding the foregoing, the ownership by the Employee of not morethan five percent (5%) of the shares of stock of any corporation having a classof equity securities actively traded on a 

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### national securities exchange or on The NasdaqStock Market shall not be deemed, in and of itself, to violate the prohibitionsof this Section 5; or

### (b)           solicit, in any way encourage, take away, orengage in business with customers of Employer or Avocent (or any current orfuture parent, affiliate, or subsidiary of any of them) for his own benefit ina manner competitive with the business of Employer or Avocent or for thebenefit of any person competing with the business of Employer or Avocentworldwide; or

### (c)           solicit, in any way encourage, takeaway, or employ present or future employees or present or future consultants of Employer orAvocent (or employees or consultants of any current or futureparent, affiliate or subsidiary of any of them) for his own benefit or for thebenefit of any other person.

# 6.             MISCELLANEOUS.

## 6.1           PAYMENT OBLIGATIONS. If litigation after a Change in Control shall be brought to enforce orinterpret any provision contained herein, the Employer and Avocent Corporation,to the extent permitted by applicable law and the Employer’s and AvocentCorporation’s Articles of Incorporation and Bylaws, each hereby indemnifies theEmployee for the Employee’s reasonable attorneys’ fees and disbursementsincurred in such litigation.

## 6.2           GUARANTEE.  AvocentCorporation hereby unconditional and irrevocable guarantees all paymentobligations of the Employer under this Agreement, including, withoutlimitation, the Employer’s obligations under Sections 2, 3, 4, and 6 hereof.

## 6.3           WITHHOLDINGS.  Allcompensation and benefits to the Employee hereunder shall be reduced by allfederal, state, local, and other withholdings and similar taxes and paymentsrequired by applicable law.

## 6.4           WAIVER.  The waiverof the breach of any provision of this Agreement shall not operate or beconstrued as a waiver of any subsequent breach of the same or other provisionhereof.

## 6.5           ENTIRE AGREEMENT; MODIFICATIONS.  Except as otherwise provided herein, thisAgreement represents the entire understanding among the parties with respect tothe subject matter hereof, and this Agreement supersedes any and all priorunderstandings, agreements (including the 2003 Employment Agreement), plans andnegotiations, whether written or oral with respect to the subject matterhereof,**and anyunderstandings, agreements (including the 2003 Employment Agreement), or obligationsrespecting any past or future compensation, bonuses, reimbursements or otherpayments to the Employee from the Employer or Avocent Corporation.  All modifications to this Agreement must bein writing and signed by the party against whom enforcement of suchmodification is sought.

## 6.6           NOTICES.  Allnotices and other communications under this Agreement shall be in writing andshall be given by hand delivery or first class mail, certified or registeredwith return receipt requested, and shall be deemed to have been duly given uponhand delivery to an officer of the Employer or the Employee, as the case maybe, or upon three (3) days after mailing to the respective persons named below:

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| If to the Employer/Avocent: | Avocent Corporation   |            |
|-----------------------------|-----------------------|-----------------|
|                        | 4991 Corporate  Drive |            |
|                        | Huntsville, AL  35805 |            |
|                        | Attn:                 | President       |   |
|                        | Copy to:              | General Counsel |   |
|                        |                  |            |   |
| If to the Employee:         | John R. Cooper        |            |
|                        |                  |            |   |
|                        |                  |            |   |
|                             |                       |                 |  |  |

 

Any party may change suchparty’s address for notices by notice duly given pursuant to thisSection 6.6.

## 6.7           HEADINGS.  TheSection headings herein are intended for reference and shall not by themselvesdetermine the construction or interpretation of this Agreement.

## 6.8           GOVERNING LAW; VENUE. This Agreement shall be governed by and construed in accordance with thelaws of the State of Alabama.  TheEmployee, the Employer, and Avocent Corporation each hereby expressly consentsto the exclusive venue of the state and federal courts located in Huntsville,Alabama, for any lawsuit arising from or relating to this Agreement.

## 6.9           ARBITRATION.  Anycontroversy or claim arising out of or relating to this Agreement, or breachthereof, shall be settled by arbitration in Huntsville, Alabama, in accordancewith the Rules of the American Arbitration Association, and judgment upon anyproper award rendered by the arbitrators may be entered in any court havingjurisdiction thereof.  There shall bethree (3) arbitrators, one (1) to be chosen directly by each party at will, andthe third arbitrator to be selected by the two (2) arbitrators so chosen.  To the extent permitted by the Rules of theAmerican Arbitration Association, the selected arbitrators may grant equitablerelief.  Each party shall pay the fees ofthe arbitrator selected by him and of his own attorneys, and the expenses ofhis witnesses and all other expenses connected with the presentation of hiscase.  The cost of the arbitrationincluding the cost of the record or transcripts thereof, if any, administrativefees, and all other fees and costs shall be borne equally by the parties.

## 6.10         SEVERABILITY.  If acourt or other body of competent jurisdiction determines that any provision ofthis Agreement is excessive in scope or otherwise invalid or unenforceable,such provision shall be adjusted rather than voided, if possible, and all otherprovisions of this Agreement shall be deemed valid and enforceable to theextent possible.

## 6.11         SURVIVAL OF EMPLOYER’S OBLIGATIONS.  The Employer’s and Avocent Corporation’sobligations hereunder shall not be terminated by reason of any liquidation,dissolution, bankruptcy, cessation of business, or similar event relating tothe Employer or Avocent Corporation. This Agreement shall not be terminated by any merger or consolidation orother reorganization of the Employer or Avocent Corporation.  In the event any such merger, consolidationor reorganization shall be accomplished by transfer of stock or by transfer ofassets or otherwise, the provisions of this Agreement shall be binding upon andinure to the benefit of the surviving or resulting corporation or person.  This Agreement shall be binding upon andinure to the benefit of the executors, administrators, heirs, successors andassigns of the parties; provided, however, that except as herein expresslyprovided, this Agreement shall not be assignable either by 

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## the Employer (except to an affiliate of theEmployer (including Avocent Corporation) in which event the Employer shallremain liable if the affiliate fails to meet any obligations to make paymentsor provide benefits or otherwise) or by the Employee.

## 6.12         COUNTERPARTS.  ThisAgreement may be executed in one or more counterparts, all of which takentogether shall constitute one and the same Agreement.

## 6.13         INDEMNIFICATION.  Inaddition to any rights to indemnification to which the Employee is entitled tounder the Employer’s or Avocent Corporation’s Articles of Incorporation andBylaws, the Employer and Avocent Corporation shall indemnify the Employee atall times during and after the term of this Agreement to the maximum extentpermitted under the corporation laws of the State of Delaware and any otherapplicable state law, and shall pay the Employee’s expenses in defending anycivil or criminal action, suit, or proceeding in advance of the finaldisposition of such action, suit, or proceeding, to the maximum extentpermitted under such applicable state laws.

## 6.14         INDEMNIFICATION FOR SECTION 4999 EXCISE TAXES.  In the event that it shall be determined thatany payment or other benefit paid by the Employer or Avocent Corporation to orfor the benefit of the Employee under this Agreement or otherwise, butdetermined without regard to any additional payments required under thisAgreement (the “Payments”) would be subject to the excise tax imposed bySection 4999 of the Internal Revenue Code (the “Excise Tax”), then the Employerand Avocent Corporation shall indemnify the Employee for such Excise Tax inaccordance with the following:

### (a)   The Employee shall be entitled to receive anadditional payment from the Employer and/or Avocent Corporation equal to (i)one hundred percent (100%) of any Excise Tax actually paid or payable by theEmployee in connection with the Payments, plus (ii) an additional payment insuch amount that after all taxes, interest and penalties incurred in connectionwith all payments under this Section 2(a), the Employee retains an amount equalto one hundred percent (100%) of the Excise Tax.

### (b)   All determinations required to be made under this Section shall bemade by the Avocent Corporation’s primary independent public accounting firm,or any other nationally recognized accounting firm reasonably acceptable toAvocent Corporation and the Employee (the “Accounting Firm”).  Avocent Corporation shall cause theAccounting Firm to provide detailed supporting calculations of itsdeterminations to the Employer and the Employee.  All fees and expenses of the Accounting Firmshall be borne solely by the Employer. For purposes of making the calculations required by this Section, theAccounting Firm may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretationsconcerning the application of Sections 280G and 4999 of the Internal RevenueCode, provided the Accounting Firm’s determinations must be made withsubstantial authority (within the meaning of Section 6662 of the InternalRevenue Code). The payments to which the Employee is entitled pursuant to thisSection shall be paid by the Employer and/or Avocent Corporation to theEmployee in cash and in full not later than thirty (30) calendar days followingthe date the Employee becomes subject to the Excise Tax.

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.
|            | **AVOCENT HUNTSVILLE CORP.** |               |
|------------|------------------------------|--------------------|
|       |                         |               |   |
|       |                         |               |   |
|       | By:                          | /s/ Doyle C. Weeks |   |
|       | Its:                         | President          |   |
| ** ** |                         |               |   |
|       | **AVOCENT CORPORATION:**     |               |
|       |                         |               |   |
|       |                         |               |   |
|       | By:                          | /s/ Doyle C. Weeks |   |
|       | Its:                         | President          |   |
| ** ** |                         |               |   |
| ** ** | **EMPLOYEE:**                |               |
| ** ** |                         |               |   |
| ** ** |                         |               |   |
|       | /s/ John R. Cooper           |               |
|       | John R. Cooper               |               |
|            |                              |                    |  |  |  |

 

 

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