**Exhibit 10.30**

 

**AVOCENT CORPORATION**

 

**2003 INDUCEMENT PLAN**

 

 

1.                                       Purposesof the Plan.  The purposes of this2003 Inducement Plan are:

 

•                                          toprovide a material inducement for the best available employees to join theCompany, and 

 

•                                          topromote the success of the Company’s business.

 

2.                                       Definitions.  As used herein, the following definitionsshall apply:

 

(a)                                  “Administrator”means the Board or any of its Committees as shall be administering the Plan, inaccordance with Section 4 of the Plan.

 

(b)                                 “ApplicableLaws” means the requirements relating to the administration of stock optionplans under U. S. state corporate laws, U.S. federal and state securities laws,the Code, any stock exchange or quotation system on which the Common Stock islisted or quoted and the applicable laws of any other country or jurisdictionwhere Options are granted under the Plan.

 

(c)                                  “Board”means the Board of Directors of the Company.

 

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

 

(e)                                  “Committee”means a committee of Directors appointed by the Board in accordance withSection 4 of the Plan.

 

(f)                                    “CommonStock” means the common stock of the Company.

 

(g)                                 “Company”means Avocent Corporation, a Delaware corporation.

 

(h)                                 “Consultant”means any natural person, including an advisor or independent contractor,engaged by the Company or a Parent or Subsidiary to render services to suchentity.

 

(i)                                     “Director”means a member of the Board.

 

(j)                                     “Disability”means total and permanent disability as defined in Section 22(e)(3) of theCode.

 

(k)                                  “Employee”means any person, including Officers and Directors, employed by the Company orany Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i)any leave of absence approved by the Company or (ii) transfers betweenlocations of the Company or between the Company, its Parent, any Subsidiary, orany successor.  Neither service as aDirector nor payment of a director’s fee by the Company shall be sufficient toconstitute “employment” by the Company.

 

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(l)                                     “ExchangeAct” means the Securities Exchange Act of 1934, as amended.

 

(m)                               “FairMarket Value” means, as of any date, the value of Common Stock determinedas follows:

 

(i)                                     Ifthe Common Stock is listed on any established stock exchange or a nationalmarket system, including without limitation the Nasdaq National Market or TheNasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shallbe the closing sales price for such stock (or the closing bid, if no sales werereported) as quoted on such exchange or system on the day of determination, asreported in *The Wall Street Journal*or such other source as the Administrator deems reliable;

 

(ii)                                  Ifthe Common Stock is regularly quoted by a recognized securities dealer butselling prices are not reported, the Fair Market Value of a Share of CommonStock shall be the mean between the high bid and low asked prices for theCommon Stock on the day of determination, as reported in *The Wall Street Journal* or such othersource as the Administrator deems reliable; or 

 

(iii)                               Inthe absence of an established market for the Common Stock, the Fair MarketValue shall be determined in good faith by the Administrator.

 

(n)                                 “IndependentDirector” means a Director who is not an Employee and who qualifies as anIndependent Director under the applicable rules of Nasdaq (and/or the similarrules of any other stock exchange(s) on which the Company’s securities becomepublicly traded).

 

(o)                                 “NonstatutoryStock Option” means an Option not intended to qualify as an Incentive StockOption.

 

(p)                                 “Noticeof Grant” means a written or electronic notice evidencing certain terms andconditions of an individual Option grant. The Notice of Grant is part of the Option Agreement.

 

(q)                                 “Officer”means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgatedthereunder.

 

(r)                                    “Option”means a stock option granted pursuant to the Plan.

 

(s)                                  “OptionAgreement” means an agreement between the Company and an Optioneeevidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the termsand conditions of the Plan.

 

(t)                                    “OptionedStock” means the Common Stock subject to an Option.

 

(u)                                 “Optionee”means the holder of an outstanding Option granted under the Plan.

 

(v)                                 “Parent”means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code.

 

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(w)                               “Plan”means this 2003 Inducement Plan.

 

(x)                                   “Rule16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,as in effect when discretion is being exercised with respect to the Plan.

 

(y)                                 “Section 16(b)”means Section 16(b) of the Exchange Act.

 

(z)                                   “ServiceProvider” means an Employee, Director or Consultant.

 

(aa)                            “Share”means a share of the Common Stock, as adjusted in accordance withSection 13 of the Plan.

 

(bb)                          “Subsidiary”means a “subsidiary corporation”, whether now or hereafter existing, as definedin Section 424(f) of the Code.

 

3.                                       StockSubject to the Plan.  Subject to theprovisions of Section 12 of the Plan, the maximum aggregate number ofShares that may be optioned and sold under the Plan is 500,000 Shares.  The Shares may be authorized, but unissued,or reacquired Common Stock.

 

If an Optionexpires or becomes unexercisable without having been exercised in full, theunpurchased Shares which were subject thereto shall become available for futuregrant or sale under the Plan (unless the Plan has terminated); provided,however, that Shares that have actually been issued under the Plan uponexercise of an Option shall not be returned to the Plan and shall not becomeavailable for future distribution under the Plan, except that if unvestedShares are repurchased by the Company at their original purchase price, suchShares shall become available for future grant under the Plan. 

 

4.                                       Administrationof the Plan.

 

(a)                                  Procedure.

 

(i)                                     PlanAdministration.  The Plan shall beadministered by either (i) the Company’s Compensation Committee (so long assuch committee is comprised of a majority of Independent Directors), or (ii) amajority of Independent Directors.

 

(ii)                                  Rule16b-3.  To the extent desirable to qualifytransactions hereunder as exempt under Rule 16b-3, the transactionscontemplated hereunder shall be structured to satisfy the requirements forexemption under Rule 16b-3.

 

(b)                                 Powersof the Administrator.  Subject tothe provisions of the Plan, and in the case of a Committee, subject to thespecific duties delegated by the Board to such Committee, the Administratorshall have the authority, in its discretion:

 

(i)                                     todetermine the Fair Market Value;

 

(ii)                                  toselect the Employees to whom Options may be granted hereunder;

 

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(iii)                               todetermine the number of shares of Common Stock to be covered by each Optiongranted hereunder;

 

(iv)                              toapprove forms of agreement for use under the Plan;

 

(v)                                 todetermine the terms and conditions, not inconsistent with the terms of thePlan, of any Option granted hereunder. Such terms and conditions include, but are not limited to, the exerciseprice, the time or times when Options may be exercised (which may be based on performancecriteria), any vesting acceleration or waiver of forfeiture restrictions, andany restriction or limitation regarding any Option or the shares of CommonStock relating thereto, based in each case on such factors as theAdministrator, in its sole discretion, shall determine;

 

(vi)                              toconstrue and interpret the terms of the Plan and Options granted pursuant tothe Plan;

 

(vii)                           toprescribe, amend and rescind rules and regulations relating to the Plan,including rules and regulations relating to sub-plans established for thepurpose of satisfying applicable foreign laws;

 

(viii)                        to modifyor amend each Option (subject to Section 14(c) of the Plan), including thediscretionary authority to extend the post-termination exercisability period ofOptions longer than is otherwise provided for in the Plan;

 

(ix)                                toallow Optionees to satisfy withholding tax obligations by electing to have theCompany withhold from the Shares to be issued upon exercise of an Option thatnumber of Shares having a Fair Market Value equal to the minimum amountrequired to be withheld.  The FairMarket Value of the Shares to be withheld shall be determined on the date thatthe amount of tax to be withheld is to be determined.  All elections by a Optionee to have Shares withheld for thispurpose shall be made in such form and under such conditions as theAdministrator may deem necessary or advisable;

 

(x)                                   toauthorize any person to execute on behalf of the Company any instrumentrequired to effect the grant of an Option previously granted by theAdministrator;

 

(xi)                                tomake all other determinations deemed necessary or advisable for administeringthe Plan.

 

(c)                                  Effectof Administrator’s Decision.  TheAdministrator’s decisions, determinations and interpretations shall be finaland binding on all Optionees and any other holders of Options issued under thePlan.

 

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5.                                       Eligibility.  Options may be granted only to Employees asa material inducement to entering into their initial employment with theCompany; provided, however, that a former employee who is returning to theemploy of the Company following a bona-fide period of non-employment by theCompany may also receive an Option hereunder.

 

6.                                       Limitations.

 

(a)                                  EachOption shall be designated in the Option Agreement as a Nonstatutory StockOption.  

 

(b)                                 Neitherthe Plan nor any Option shall confer upon an Optionee any right with respect tocontinuing the Optionee’s relationship as a Service Provider with the Company,nor shall they interfere in any way with the Optionee’s right or the Company’sright to terminate such relationship at any time, with or without cause.

 

7.                                       Termof Plan.  The Plan shall becomeeffective upon its approval by the Company’s Board.  It shall continue in effect for a term of ten (10) years unlessterminated earlier under Section 14 of the Plan.

 

8.                                       Termof Option.  The term of each Optionshall be stated in the Option Agreement and shall be no more than ten (10)years from the date of grant.

 

9.                                       OptionExercise Price and Consideration.

 

(a)                                  ExercisePrice.  The per share exercise pricefor the Shares to be issued pursuant to exercise of an Option shall bedetermined by the Administrator, with a minimum exercise price equal to parvalue.

 

(b)                                 WaitingPeriod and Exercise Dates.  At thetime an Option is granted, the Administrator shall fix the period within whichthe Option may be exercised and shall determine any conditions that must besatisfied before the Option may be exercised.

 

(c)                                  Formof Consideration.  The Administratorshall determine the acceptable form of consideration for exercising an Option,including the method of payment. Such consideration, subject to ApplicableLaws, may consist entirely of:

 

(i)                                     cash;

 

(ii)                                  check;

 

(iii)                               promissorynote;

 

(iv)                              otherShares which, in the case of Shares acquired directly or indirectly from theCompany, (A) have been owned by the Optionee for more than six (6) months onthe date of surrender, and (B) have a Fair Market Value on the date ofsurrender equal to the aggregate exercise price of the Shares as to which saidOption shall be exercised;

 

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(v)                                 considerationreceived by the Company under a cashless exercise program acceptable to theCompany, in its sole discretion;

 

(vi)                              areduction in the amount of any Company liability to the Optionee, including anyliability attributable to the Optionee’s participation in any Company-sponsoreddeferred compensation program or arrangement;

 

(vii)                           anycombination of the foregoing methods of payment; or

 

(viii)                        such otherconsideration and method of payment for the issuance of Shares to the extentpermitted by Applicable Laws.

 

Notwithstandingthe foregoing, the Administrator may permit an Option to be exercised bydelivery of a full-recourse promissory note secured by the purchasedshares.  All other terms of suchpromissory note shall be determined by the Administrator in its solediscretion.

 

10.                                 Exerciseof Option.

 

(a)                                  Procedurefor Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the termsof the Plan and at such times and under such conditions as determined by theAdministrator and set forth in the Option Agreement.  Unless the Administrator provides otherwise, vesting of Optionsgranted hereunder shall be suspended during any unpaid leave of absence.  An Option may not be exercised for afraction of a Share.

 

An Optionshall be deemed exercised when the Company receives: (i) written or electronicnotice of exercise (in accordance with the Option Agreement) from the personentitled to exercise the Option, and (ii) full payment for the Shares withrespect to which the Option is exercised. Full payment may consist of any consideration and method of paymentauthorized by the Administrator and permitted by the Option Agreement and thePlan.  Shares issued upon exercise of anOption shall be issued in the name of the Optionee or, if requested by theOptionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced bythe appropriate entry on the books of the Company or of a duly authorizedtransfer agent of the Company), no right to vote or receive dividends or anyother rights as a stockholder shall exist with respect to the Optioned Stock,notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptlyafter the Option is exercised.  Noadjustment will be made for a dividend or other right for which the record dateis prior to the date the Shares are issued, except as provided inSection 12 of the Plan.

 

Exercising anOption in any manner shall decrease the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number ofShares as to which the Option is exercised.

 

(b)                                 Terminationof Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than upon theOptionee’s death or Disability, the Optionee may exercise his or her Optionwithin such period of time as is specified in the Option Agreement to theextent that the Option is vested on the date of termination (but in no eventlater than the expiration of the term of such Option as set forth in the OptionAgreement).  In the absence of aspecified time in the Option Agreement, the Option shall remain exercisable forthree (3) months following the

 

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Optionee’stermination.  If, on the date oftermination, the Optionee is not vested as to his or her entire Option, theShares covered by the unvested portion of the Option shall revert to thePlan.  If, after termination, theOptionee does not exercise his or her Option within the time specified by theAdministrator, the Option shall terminate, and the Shares covered by suchOption shall revert to the Plan.

 

(c)                                  Disabilityof Optionee.  If an Optionee ceasesto be a Service Provider as a result of the Optionee’s Disability, the Optioneemay exercise his or her Option within such period of time as is specified inthe Option Agreement to the extent the Option is vested on the date oftermination (but in no event later than the expiration of the term of suchOption as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Optionshall remain exercisable for twelve (12) months following the Optionee’stermination.  If, on the date oftermination, the Optionee is not vested as to his or her entire Option, theShares covered by the unvested portion of the Option shall revert to thePlan.  If, after termination, theOptionee does not exercise his or her Option within the time specified herein,the Option shall terminate, and the Shares covered by such Option shall revertto the Plan.

 

(d)                                 Deathof Optionee.  If an Optionee dieswhile a Service Provider, the Option may be exercised following Optionee’sdeath within such period of time as is specified in the Option Agreement to theextent that the Option is vested on the date of death (but in no event may theoption be exercised later than the expiration of the term of such Option as setforth in the Option Agreement) by the Optionee’s designated beneficiary,provided such beneficiary has been designated prior to Optionee’s death in aform acceptable by the Administrator. If no such beneficiary has been designated by the Optionee, then suchOption may be exercised by the personal representative of the Optionee’s estateor by the person(s) to whom the Option is transferred pursuant to theOptionee’s will or in accordance with the laws of descent and distribution.  In the absence of a specified time in theOption Agreement, the Option shall remain exercisable for twelve (12) monthsfollowing Optionee’s death.  If, at thetime of death, the Optionee is not vested as to his or her entire Option, theShares covered by the unvested portion of the Option shall immediately revertto the Plan.  If the Option is not soexercised within the time specified herein, the Option shall terminate, and theShares covered by such Option shall revert to the Plan.

 

11.                                 LimitedTransferability of Options.  Unlessdetermined otherwise by the Administrator, an Option may not be sold, pledged,assigned, hypothecated, transferred, or disposed of in any manner other than bywill or by the laws of descent or distribution and may be exercised, during thelifetime of the Optionee, only by the Optionee.  If the Administrator makes an Option transferable, such Optionshall contain such additional terms and conditions as the Administrator deemsappropriate.

 

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12.                                 AdjustmentsUpon Changes in Capitalization, Dissolution, Merger or Asset Sale. 

 

(a)                                  Changesin Capitalization.  Subject to anyrequired action by the stockholders of the Company, the number of shares ofCommon Stock which have been authorized for issuance under the Plan but as towhich no Options have yet been granted or which have been returned to the Planupon cancellation or expiration of an Option or repurchase of unvested Shares,the number of Shares that may be added annually to the Plan pursuant toSection 3(i) and the number of shares of Common Stock covered by eachoutstanding Option as well as the price per share of Common Stock covered byeach such outstanding Option, shall be proportionately adjusted for any increaseor decrease in the number of issued shares of Common Stock resulting from astock split, reverse stock split, stock dividend, combination orreclassification of the Common Stock, or any other increase or decrease in thenumber of issued shares of Common Stock effected without receipt ofconsideration by the Company; provided, however, that conversion of anyconvertible securities of the Company shall not be deemed to have been“effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in thatrespect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of shares of Common Stock subject to anOption.

 

(b)                                 Dissolutionor Liquidation.  In the event of theproposed dissolution or liquidation of the Company, the Administrator shallnotify each Optionee as soon as practicable prior to the effective date of suchproposed transaction.  The Administratorin its discretion may provide for an Optionee to have the right to exercise hisor her Option until ten (10) days prior to such transaction as to all of theOptioned Stock covered thereby, including Shares as to which the Option wouldnot otherwise be exercisable.  Inaddition, the Administrator may provide that any Company repurchase optionapplicable to any Shares purchased upon exercise of an Option shall lapse as toall such Shares, provided the proposed dissolution or liquidation takes placeat the time and in the manner contemplated. To the extent it has not been previously exercised, an Option willterminate immediately prior to the consummation of such proposed action.

 

(c)                                  Mergeror Asset Sale.  In the event of amerger of the Company with or into another corporation, or the sale ofsubstantially all of the assets of the Company, each outstanding Option shallbe assumed or an equivalent option substituted by the successor corporation ora Parent or Subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume orsubstitute for the Option, the Optionee shall fully vest in and have the rightto exercise the Option as to all of the Optioned Stock, including Shares as towhich it would not otherwise be vested or exercisable.  If an Option becomes fully vested andexercisable in lieu of assumption or substitution in the event of a merger orsale of assets, the Administrator shall notify the Optionee in writing orelectronically that the Option shall be fully vested and exercisable for aperiod of fifteen (15) days from the date of such notice, and the Option shallterminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be consideredassumed if, following the merger or sale of assets, the option confers theright to purchase or receive, for each Share of Optioned Stock subject to theOption immediately prior to the merger or sale of assets, the consideration(whether stock, cash, or other securities or property) received in the mergeror sale of assets by holders of Common Stock for each Share held on theeffective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of

 

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a majority ofthe outstanding Shares); provided, however, that if such consideration receivedin the merger or sale of assets is not solely common stock of the successorcorporation or its Parent, the Administrator may, with the consent of thesuccessor corporation, provide for the consideration to be received upon theexercise of the Option, for each Share of Optioned Stock subject to the Option,to be solely common stock of the successor corporation or its Parent equal infair market value to the per share consideration received by holders of CommonStock in the merger or sale of assets.

 

13.                                 Dateof Grant.  The date of grant of anOption shall be, for all purposes, the date on which the Administrator makesthe determination granting such Option, or such other later date as isdetermined by the Administrator.  Noticeof the determination shall be provided to each Optionee within a reasonabletime after the date of such grant.

 

14.                                 Amendmentand Termination of the Plan.

 

(a)                                  Amendmentand Termination.  The Board may atany time amend, alter, suspend or terminate the Plan.  

 

(b)                                 StockholderApproval.  The Company shall obtainstockholder approval of any Plan amendment to the extent necessary anddesirable to comply with Applicable Laws. 

 

(c)                                  Effectof Amendment or Termination.  Noamendment, alteration, suspension or termination of the Plan shall impair therights of any Optionee, unless mutually agreed otherwise between the Optioneeand the Administrator, which agreement must be in writing and signed by theOptionee and the Company.  Terminationof the Plan shall not affect the Administrator’s ability to exercise the powersgranted to it hereunder with respect to Options granted under the Plan prior tothe date of such termination.

 

15.                                 ConditionsUpon Issuance of Shares.

 

(a)                                  LegalCompliance.  Shares shall not beissued pursuant to the exercise of an Option unless the exercise of such Optionand the issuance and delivery of such Shares shall comply with Applicable Lawsand shall be further subject to the approval of counsel for the Company withrespect to such compliance.

 

(b)                                 InvestmentRepresentations.  As a condition tothe exercise of an Option, the Company may require the person exercising suchOption to represent and warrant at the time of any such exercise that theShares are being purchased only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel forthe Company, such a representation is required.

 

16.                                 Inabilityto Obtain Authority.  The inabilityof the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to benecessary to the lawful issuance and sale of any Shares hereunder, shallrelieve the Company of any liability in respect of the failure to issue or sellsuch Shares as to which such requisite authority shall not have been obtained.

 

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17.                                 Reservationof Shares.  The Company, during theterm of this Plan, will at all times reserve and keep available such number ofShares as shall be sufficient to satisfy the requirements of the Plan. 

 

18.                                 NoRepricing.  Repricing of Optionsgranted under the Plan is prohibited.

 

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