**Exhibit10.1**

**AMENDED AND RESTATEDEMPLOYMENT AND NONCOMPETITION AGREEMENT**

                THIS AMENDED AND RESTATEDEMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made and enteredinto as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabamacorporation (“Employer”), Avocent Corporation, a Delaware corporation, andEdward H. Blankenship ** **(the “Employee”).

RECITALS

                WHEREAS, Avocent Corporation andits affiliates (collectively referred to in this Agreement as “Avocent”) areengaged in the business of designing,manufacturing, and selling connectivity and centralized management ofinformation technology infrastructure solutions for enterprise data centers, branch offices, and small to medium sizebusinesses worldwide;

                WHEREAS, Employee, Employer, andAvocent Corporation entered into that certain Employment and NoncompetitionAgreement dated July 19, 2005 (the “2005 Employment Agreement”); and

                WHEREAS, Employee, Employer, andAvocent Corporation now wish to amend and restate the 2005 Employment Agreementwith this Amended and Restated Employment and Noncompetition Agreement, andEmployee is willing to accept employment as Avocent’s Senior Vice President ofFinance, Chief Financial Officer, and Assistant Secretary on the terms andsubject to the conditions set 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 SeniorVice President of Finance, Chief Financial Officer, and AssistantSecretary.  The Employee shall devotesuch of his business time, energy, and skill to the affairs of Avocent andEmployer as shall be necessary to perform the duties of Senior Vice Presidentof Finance, Chief Financial Officer, and Assistant Secretary.  The Employee shall report to the ChiefExecutive Officer and to the President of Avocent Corporation and to the Boardof Directors of Avocent Corporation, and at all times during the term of thisAgreement, the Employee shall have powers and duties at least commensurate withhis position as Senior Vice President of Finance, Chief Financial Officer, andAssistant Secretary of Avocent Corporation.

                2.             TERM OF EMPLOYMENT.

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

                                                (a)           “TERMINATION FOR CAUSE” shall meantermination by the Employer or Avocent Corporation of the Employee’s employmentwith the Employer or Avocent by reason of the Employee’s willful dishonestytowards, fraud upon, or deliberate injury or attempted

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injury to, the Employeror Avocent or by reason of the Employee’s willful material breach of thisAgreement which has resulted in material injury to the Employer or Avocent.

### (b)   “TERMINATIONS OTHER THAN FORCAUSE” shall mean termination by the Employer or Avocent Corporation of theEmployee’s employment with the Employer or Avocent (other than in a Terminationfor Cause) and shall include any constructive termination of the Employee’semployment by reason of material breach of this Agreement by the Employer orAvocent, such constructive termination to be effective upon thirty (30) dayswritten notice from the Employee to the Employer of such constructivetermination.

### (c)           “VOLUNTARYTERMINATION” shall mean termination by the Employee of the Employee’semployment with the Employer or Avocent other than (i) constructivetermination as described in subsection 2.1(b), (ii) “Termination Upon aChange in Control” as described in Section 2.1(d), and (iii) terminationby reason of the Employee’s disability or death as described inSections 2.5 and 2.6.

### (d)           “TERMINATION UPON ACHANGE IN CONTROL” shall mean (i) a termination by the Employee of theEmployee’s employment with the Employer or Avocent within six (6) monthsfollowing any “Change in Control” or (ii) any termination by the Employer orAvocent Corporation of the Employee’s employment with the Employer or Avocent(other than a Termination for Cause) within eighteen (18) months following any “Changein Control.”

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

#### (i)    Any person (other thanAvocent Corporation) acquires beneficial ownership of Employer’s or AvocentCorporation’s securities and is or thereby becomes a beneficial owner ofsecurities entitling such person to exercise twenty-five percent (25%) or moreof the combined voting power of Employer’s or Avocent Corporation’s thenoutstanding stock.  For purposes of thisAgreement, “beneficial ownership” shall be determined in accordance withRegulation 13D under the Securities Exchange Act of 1934, or any similarsuccessor regulation or rule; and the term “person” shall include any naturalperson, corporation, partnership, trust or association, or any group orcombination thereof, whose ownership of Employer’s or Avocent Corporation’ssecurities would be required to be reported under such Regulation 13D, orany similar successor regulation or rule.

#### (ii)   Within any twenty-four (24)month period, the individuals who were Directors of Avocent Corporation at thebeginning of any such period, together with any other Directors first electedas directors of Avocent Corporation pursuant to nominations approved orratified by at least two-thirds (2/3) of the Directors in office immediatelyprior to any such election, cease to constitute a majority of the Board ofDirectors of Avocent Corporation.

#### (iii)  Avocent Corporation’sstockholders approve:

##### (1)           any consolidation ormerger of Avocent Corporation in which Avocent Corporation is not thecontinuing or surviving corporation or pursuant to which shares of AvocentCorporation common stock would be converted into cash, securities or otherproperty, other than a merger or consolidation of Avocent Corporation in whichthe holders of Avocent Corporation’s common stock immediately prior to themerger or consolidation have 

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substantially the same proportionate ownership and voting control ofthe surviving corporation immediately after the merger or consolidation; or

##### (2)           any sale, lease,exchange, liquidation or other transfer (in one transaction or a series oftransactions) of all or substantially all of the 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 of employment of the Employee by theEmployer under this Agreement shall begin on the date of this Agreement, andend when such employment is terminated under any of the provisions of thisAgreement.

## 2.3           TERMINATION FORCAUSE.  Termination For Cause may beeffected by the Employer at any time during the term of this Agreement andshall be effected by thirty (30) days written notification to the Employee fromthe Board of Directors of Avocent Corporation stating the reason fortermination.  Upon Termination For Cause,the Employee immediately shall be paid all accrued salary, bonus compensationto the extent earned, vested deferred compensation, if any (other than pensionplan or profit 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, accrued vacation pay and any appropriate business expenses incurredby the Employee in connection with his duties hereunder, all to the date oftermination, but the Employee shall not be paid any other compensation orreimbursement of any kind, including without limitation, severancecompensation.

## 2.4           TERMINATION OTHERTHAN FOR CAUSE.  Notwithstanding anythingelse in this Agreement, the Employer may effect a Termination Other Than ForCause at any time upon giving thirty (30) days written notice to the Employeeof such termination.  Upon anyTermination Other Than For Cause, the Employee shall immediately be paid 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, and all severancecompensation provided in Section 4.2, but no other compensation orreimbursement of any kind.

## 2.5           TERMINATION BYREASON OF DISABILITY.  If, during theterm of this Agreement, the Employee, in the reasonable judgment of the Boardof Directors of Avocent Corporation, has failed to perform his duties underthis Agreement on account of illness or physical or mental incapacity, and suchillness or incapacity continues for a period of more than six (6) consecutivemonths, the Employer shall have the right to terminate the Employee’s employmenthereunder by delivery of written notice to the Employee at any time after suchsix month period and 

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payment to the Employee of all accrued salary, bonus compensation tothe extent earned, additional bonus compensation in an amount equal to the averageannual bonus earned by the Employee as an employee of Avocent Corporation andits affiliates and predecessors in the two (2) years immediately preceding thedate of termination, vested deferred compensation, if any (other than pensionplan or profit 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 oftwelve (12) months from the date of such notice of termination, but the Employeeshall 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           VOLUNTARYTERMINATION.  Notwithstanding anythingelse in this Agreement, the Employee may effect a Voluntary Termination at anytime upon giving thirty (30) days written notice to the Employer of suchtermination.  In the event of a VoluntaryTermination, the Employer shall immediately pay 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 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, but no other compensation orreimbursement of any kind, including without limitation, severancecompensation.

## 2.8           TERMINATION UPON ACHANGE IN CONTROL.  In the event of aTermination Upon a Change in Control, the Employee shall immediately be paidall accrued 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 (including having thevesting of any awards granted to the Employee under any Avocent stock option,restricted stock, performance share, or other equity plans deemed and treatedas fully earned and accelerated), accrued vacation pay and 

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any appropriate business expenses incurred by the Employee inconnection with his duties hereunder, all to the date of termination, and allseverance compensation provided in Section 4.1, but no other compensationor reimbursement of any kind.

#            3.          SALARY, BENEFITS AND BONUS COMPENSATION.

## 3.1           BASE SALARY. Effective January 1, 2006, as payment for the services to be rendered bythe Employee as provided in Section 1 and subject to the terms andconditions of Section 2, the Employer agrees to pay to the Employee a “BaseSalary” at the rate of $240,000.00 per annum, payable in equal bi-weeklyinstallments.  The Base Salary for eachcalendar year (or proration thereof) beginning January 1, 2006****shall be determined by the Board ofDirectors of Avocent Corporation upon a recommendation of the CompensationCommittee of Avocent Corporation(the “Compensation Committee”), which shall authorize an increase in theEmployee’s Base Salary in an amount which, at a minimum, shall be equal to thecumulative cost-of-living increment on the Base Salary as reported in the “Consumer PriceIndex 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, 2006, as the basedate for computation prorated for any partial year).* *The Employee’s BaseSalary shall be reviewed annually by the Board of Directors and theCompensation 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 AvocentCorporation.

## 3.3           ADDITIONALBENEFITS.  During the term of thisAgreement, the Employee shall be entitled to the following fringe benefits:

### (a)           THE EMPLOYEEBENEFITS.  The Employee shall be eligibleto participate in such of Avocent’s benefits and deferred compensation plans asare now generally available or later made generally available to executiveofficers or Avocent, including, without limitation, stock option, restrictedstock, performance share, and other equity plans, Section 401(k) plan, profitsharing plans, deferred compensation plan, annual physical examinations, dentaland medical plans, personal catastrophe and disability insurance, retirementplans and 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 July 25, 2002.

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

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### (c)           LIFE INSURANCE.  For the term of this Agreement and any extensionsthereof, the Employer shall at its expense procure and keep in effect term lifeinsurance on the life of the Employee, payable to such beneficiaries as theEmployee may from time to time designate, in an aggregate amount equal to threetimes the Employee’s Base Salary.  Suchpolicy shall be owned by the Employee or by any person or entity with aninsurable interest in the life of the Employee.

### (d)           REIMBURSEMENT FOREXPENSES.  During the term of thisAgreement, the Employer or Avocent Corporation shall reimburse the Employee forreasonable and properly documented out-of-pocket business and/or entertainmentexpenses incurred by the Employee in connection with his duties under thisAgreement in accordance with Avocent’s standard reimbursement policies.

# 4.             SEVERANCECOMPENSATION.

## 4.1           SEVERANCECOMPENSATION IN THE EVENT OF A TERMINATION UPON A CHANGE IN CONTROL.  In the event of a Termination Upon a Changein Control, the Employee shall be paid as severance compensation his BaseSalary (at the rate payable at the time of such termination) for a period oftwelve (12) months from the date of such Termination Upon a Change in Control,on the dates specified in Section 3.1, and the Employee shall also be paidan amount equal to the average annual bonus earned by the Employee as anemployee of Avocent Corporation and its affiliates and predecessors in the two(2) years immediately preceding the date of termination.  Notwithstanding anything in thisSection 4.1 to the contrary, the Employee may in the Employee’s solediscretion, by delivery of a notice to the Employer within thirty (30) daysfollowing a Termination Upon a Change in Control, elect to receive from theEmployer a lump sum severance payment by bank cashier’s check equal to thepresent value of the flow of cash payments that would otherwise be paid to theEmployee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of thenotice of election by the Employee and shall be based on a discount rate equalto the interest rate of 90-day U.S. Treasury bills, as reported in *The Wall Street Journal* (or similarpublication), on the date of delivery of the election notice.  If the Employee elects to receive a lump sumseverance payment, Avocent Corporation shall cause the Employer to make suchpayment to the Employee within ten (10) days following the date on which theEmployee notifies the Employer of the Employee’s election.  The Employee shall also be entitled to havethe vesting of any awards granted to the Employee under any Avocent stockoption, restricted stock, performance share, or other equity plans deemed andtreated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under anyhealth plans of Avocent or Employer in which the Employee is a participant tothe full extent of the Employee’s rights under such plans for a period oftwelve (12) months from the date of such Termination Upon a Change in Control(even if Employee elects to receive a lump sum severance payment).

## 4.2           SEVERANCECOMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE.  In the event of a Termination Other Than forCause, the Employee shall be paid as severance compensation his Base Salary (atthe rate payable at the time of such termination) for a period of twelve (12)months from the date of such termination, on the dates specified inSection 3.1, and Employee shall also be paid 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) yearsimmediately preceding the date of termination. Notwithstanding anything in thisSection 4.2 to the contrary, the Employee may in the Employee’s solediscretion, by 

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delivery of a notice to the Employer within thirty (30) days followinga Termination Other Than for Cause, elect to receive from the Employer a lumpsum severance payment by bank cashier’s check equal to the present value of theflow of cash payments that would otherwise be paid to the Employee pursuant tothis Section 4.2.  Such presentvalue shall be determined as of the date of delivery of the notice of electionby the Employee and shall be based on a discount rate equal to the interestrate on 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) 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 beprovided with medical plan benefits under any health plans of Avocent orEmployer in which the Employee is a participant to the full extent of theEmployee’s rights under such plans for a period of twelve (12) months from thedate of such Termination Other Than for Cause (even if Employee elects toreceive a lump sum severance payment).

                                4.3           NO SEVERANCE COMPENSATION UNDER OTHERTERMINATION.  In the event of a VoluntaryTermination, Termination For Cause, termination by reason of the Employee’sdisability pursuant to Section 2.5, termination by reason of the Employee’sdeath pursuant 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 in this Agreement, any cashseverance payments otherwise due to Employee pursuant to Section 4 or otherwiseon or within the six-month period following Employee’s termination will accrueduring such six-month period and will become payable in a lump sum payment onthe date six (6) months and one (1) day following the date of Employee’stermination, provided, that such cash severance payments will be paid earlier,at the times and on the terms set forth in the applicable provisions of Section4, if Employer reasonably determines that the imposition of additional taxunder Section 409A of the Internal Revenue Code of 1986, as amended, will notapply 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-COMPETITIONOBLIGATIONS.  Unless waived or reduced bythe Employer or Avocent, during the term of this Agreement and for a period oftwelve (12) months thereafter, the Employee will not, without the Employer’sand Avocent Corporation’s prior written consent, directly or indirectly:

### (a)           eitheralone or as a partner, joint venturer, officer, director, employee, consultant,agent, independent contractor or stockholder of any company or business, engagein any business activity world wide which is substantially similar to or indirect competition with any of the business activities of or services providedby Employer or Avocent at such time. Notwithstanding the foregoing, the ownership by the Employee of not morethan five percent (5%) 

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of the shares of stock ofany corporation having a class of equity securities actively traded on anational securities exchange or on The Nasdaq Stock Market shall not be deemed,in and of itself, to violate the prohibitions of this Section 5; or

### (b)           solicit,in any way encourage, take away, or engage in business with customers ofEmployer or Avocent (or any current or future parent, affiliate, or subsidiaryof any of them) for his own benefit in a manner competitive with the businessof Employer or Avocent or for the benefit of any person competing with thebusiness of Employer or Avocent worldwide; or

### (c)           solicit,in any way encourage, take away, or employ present or future employees orpresent or future consultants of Employer or Avocent (or employees orconsultants of any current or future parent, affiliate or subsidiary of any ofthem) for his own benefit or for the benefit of any other person.

# 6.             MISCELLANEOUS.

## 6.1           PAYMENTOBLIGATIONS.  If litigation after aChange in Control shall be brought to enforce or interpret any provisioncontained herein, the Employer and Avocent Corporation, to the extent permittedby applicable law and the Employer’s and Avocent Corporation’s Articles ofIncorporation and Bylaws, each hereby indemnifies the Employee for the Employee’sreasonable attorneys’ fees and disbursements incurred in such litigation.

## 6.2           GUARANTEE.  Avocent Corporation hereby unconditional andirrevocable guarantees all payment obligations of the Employer under thisAgreement, including, without limitation, the Employer’s obligations underSections 2, 3, 4, and 6 hereof.

## 6.3           WITHHOLDINGS.  All compensation and benefits to the Employeehereunder shall be reduced by all federal, state, local, and other withholdingsand similar taxes and payments required by applicable law.

## 6.4           WAIVER.  The waiver of the breach of any provision ofthis Agreement shall not operate or be construed as a waiver of any subsequentbreach of the same or other provision hereof.

## 6.5           ENTIRE AGREEMENT;MODIFICATIONS.  Except as otherwiseprovided herein, this Agreement represents the entire understanding among theparties with respect to the subject matter hereof, and this Agreementsupersedes any and all prior understandings, agreements, plans andnegotiations, whether written or oral with respect to the subject matter hereof(including the 2005 Employment Agreement),**and anyunderstandings, agreements (including the 2005 Employment Agreement) orobligations respecting any past or future compensation, bonuses, reimbursementsor other payments to the Employee from the Employer or AvocentCorporation.  All modifications to theAgreement must be in writing and signed by the party against whom enforcementof such modification is sought.

## 6.6           NOTICES.  All notices and other communications underthis Agreement shall be in writing and shall be given by hand delivery or firstclass mail, certified or registered with return receipt requested, and shall bedeemed to have been duly given upon hand delivery to an officer of the Employeror the Employee, as the case may be, or upon three (3) days after mailing tothe respective persons named below:

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If to the Employer/Avocent:                                           AvocentCorporation4991 Corporate DriveHuntsville, AL 35805Attn:  PresidentCopy to:  General Counsel

If to the Employee:                                                                                            EdwardH. Blankenship

                                                                                                                                                                                                ___________________                    ___________________

Anyparty may change such party’s address for notices by notice duly given pursuantto this Section 6.6.

## 6.7           HEADINGS.  The Section headings herein are intended forreference and shall not by themselves determine the construction orinterpretation of this Agreement.

## 6.8           GOVERNING LAW;VENUE.  This Agreement shall be governedby and construed in accordance with the laws of the State of Alabama.  The Employee, the Employer, and AvocentCorporation each hereby expressly consents to the exclusive venue of the stateand federal courts located in Huntsville, Alabama, for any lawsuit arising fromor relating to this Agreement.

## 6.9           ARBITRATION.  Any controversy or claim arising out of orrelating to this Agreement, or breach thereof, shall be settled by arbitrationin Huntsville, Alabama, in accordance with the Rules of the AmericanArbitration Association, and judgment upon any proper award rendered by thearbitrators may be entered in any court having jurisdiction thereof.  There shall be three (3) arbitrators, one (1)to be chosen directly by each party at will, and the third arbitrator to be selectedby the two (2) arbitrators so chosen.  Tothe extent permitted by the Rules of the American Arbitration Association, theselected arbitrators may grant equitable relief.  Each party shall pay the fees of thearbitrator selected by him and of his own attorneys, and the expenses of hiswitnesses 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 a court or other body of competentjurisdiction determines that any provision of this Agreement is excessive inscope or otherwise invalid or unenforceable, such provision shall be adjustedrather than voided, if possible, and all other provisions of this Agreementshall be deemed valid and enforceable to the extent possible.

## 6.11         SURVIVAL OF EMPLOYER’SOBLIGATIONS.  The Employer’s and AvocentCorporation’s obligations hereunder shall not be terminated by reason of anyliquidation, dissolution, bankruptcy, cessation of business, or similar eventrelating to the Employer or Avocent Corporation.  This Agreement shall not be terminated by anymerger or consolidation or other reorganization of the Employer or AvocentCorporation.  In the event any suchmerger, consolidation or reorganization shall be accomplished by transfer ofstock or by transfer of assets or otherwise, the provisions of this Agreementshall be binding upon and inure to the benefit of the surviving or resultingcorporation or person.  This Agreementshall be binding upon and inure to the benefit of the executors,administrators, heirs, successors and assigns of the parties; provided,however, that except as herein expressly provided, this Agreement shall not beassignable either by 

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the Employer (except toan affiliate of the Employer (including Avocent Corporation) in which event theEmployer shall remain liable if the affiliate fails to meet any obligations tomake payments or provide benefits or otherwise) or by the Employee.

## 6.12         COUNTERPARTS.  This Agreement may be executed in one or morecounterparts, all of which taken together shall constitute one and the sameAgreement.

## 6.13         INDEMNIFICATION.  In addition to any rights to indemnificationto which the Employee is entitled to under the Employer’s or AvocentCorporation’s Articles of Incorporation and Bylaws, the Employer and AvocentCorporation shall indemnify the Employee at all times during and after the termof this Agreement to the maximum extent permitted under the corporation laws ofthe State of Delaware and any other applicable state law, and shall pay theEmployee’s expenses in defending any civil or criminal action, suit, orproceeding in advance of the final disposition of such action, suit, orproceeding, to the maximum extent permitted under such applicable state laws.

## 6.14         INDEMNIFICATION FORSECTION 4999 EXCISE TAXES.  In the eventthat it shall be determined that any payment or other benefit paid by theEmployer or Avocent Corporation to or for the benefit of the Employee underthis Agreement or otherwise, but determined without regard to any additionalpayments required under this Agreement (the “Payments”) would be subject to theexcise tax imposed by Section 4999 of the Internal Revenue Code (the “ExciseTax”), then the Employer and Avocent Corporation shall indemnify the Employeefor such Excise Tax in accordance with the following:

### (a)   The Employee shall beentitled to receive an additional payment from the Employer and/or AvocentCorporation equal to (i) one hundred percent (100%) of any Excise Tax actuallypaid or payable by the Employee in connection with the Payments, plus (ii) anadditional payment in such amount that after all taxes, interest and penaltiesincurred in connection with all payments under this Section 2(a), the Employeeretains an amount equal to one hundred percent (100%) of the Excise Tax.

### (b)   All determinations requiredto be made under this Section shall be made by the Avocent Corporation’s primaryindependent public accounting firm, or any other nationally recognizedaccounting firm reasonably acceptable to Avocent Corporation and the Employee(the “Accounting Firm”).  AvocentCorporation shall cause the Accounting Firm to provide detailed supportingcalculations of its determinations 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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INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the dayand year first above written.
|            |       |                       |               |   |   |   | **AVOCENT HUNTSVILLE CORP.** |   |
|------------|------------|----------------------------|--------------------|--------|--------|--------|------------------------------|--------|
|       |       | By:                        | /s/ John  R.Cooper |   |   |
|       |       | Its:                       | Chairman           |   |   |
|       |       |                       |
| ** ** | ** ** | ** **                 |
|       |       |                       |               |   |   |   | **AVOCENT CORPORATION:**     |   |
|       |       | By:                        | /s/ John  R.Cooper |   |   |
|       |       | Its:                       | Chairman           |   |   |
|       |       |                       |
| ** ** | ** ** | ** **                 |
|       |       |                       |               |   |   |   | **EMPLOYEE:**                |   |   |
|            |       | /s/ Edward H.  Blankenship |               |   |
|       |       | Edward H.  Blankenship     |               |   |
|       |       |                       |
|            |            |                            |                    |        |        |        |                              |        |  |  |  |  |  |  |  |  |

 

 

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