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**EMPLOYMENTAND NONCOMPETITION AGREEMENT**

THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is madeand entered into as of March 4, 2002, by and among Cybex Computer ProductsCorporation (dba Avocent-Huntsville), an Alabama corporation (“Cybex” or“Employer”), Avocent Corporation, a Delaware corporation, and John R. Cooper****(the“Employee”).

RECITALS

WHEREAS, Avocent Corporation and its affiliates (collectively referredto in this Agreement as “Avocent”) are engaged in the business of designing, manufacturing, and selling connectivitysolutions for enterprise data centers, service providers, and financialinstitutions; and

WHEREAS, Avocent and Employer desire to employEmployee as President and Chief Executive Officer and Employee is willing toaccept such employment on the terms and subject to the conditions set forth inthis 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 itsPresident and Chief Executive Officer. The Employee shall devote such of his business time, energy, and skillto the affairs of Avocent and Employer as shall be necessary to perform theduties of President and Chief Executive Officer.  The Employee shall report only to the Board of Directors ofAvocent Corporation and at all times during the term of this Agreement, theEmployee shall have powers and duties at least commensurate with his positionas President and Chief Executive Officer 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 of the Employee’s employment by the Employer by reasonof the Employee’s willful dishonesty towards, fraud upon, or deliberate injuryor attempted injury to, the Employer or Avocent or by reason of the Employee’swillful material breach of this Agreement which has resulted in material injuryto the Employer or Avocent.

### (b)           “TERMINATIONS OTHER THAN FOR CAUSE”shall mean termination by the Employer or Avocent Corporation of the Employee’semployment by the Employer (other than in a Termination for Cause) and shallinclude any constructive termination

 

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 of theEmployee’s employment by reason of material breach of this Agreement by theEmployer or Avocent, such constructive termination to be effective upon thirty(30) days written notice from the Employee to the Employer of such constructivetermination.

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

### (d)           “TERMINATION UPON A CHANGE INCONTROL” shall mean (i) a termination by the Employee of the Employee’semployment with the Employer or services to Avocent within six (6) monthsfollowing any “Change in Control” or (ii) any termination by the Employer orAvocent Corporation of the Employee’s employment by the Employer (other than aTermination for Cause) within eighteen (18) months following any “Change inControl.”

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

#### (i)    Any person (other than Avocent) acquiresbeneficial ownership of Employer’s or Avocent Corporation’s securities and isor thereby becomes a beneficial owner of securities entitling such person toexercise twenty-five percent (25%) or more of the combined voting power ofEmployer’s or Avocent Corporation’s then outstanding stock.  For purposes of this Agreement, “beneficialownership” shall be determined in accordance with Regulation 13D under theSecurities Exchange Act of 1934, or any similar successor regulation or rule;and the term “person” shall include any natural person, corporation,partnership, trust or association, or any group or combination thereof, whoseownership of Employer’s or Avocent Corporation’s securities would be requiredto be reported under such Regulation 13D, or any similar successorregulation or rule.

#### (ii)   Within any twenty-four (24) month period, theindividuals who were Directors of Avocent Corporation at the beginning of anysuch period, together with any other Directors first elected as directors ofAvocent Corporation pursuant to nominations approved or ratified by at leasttwo-thirds (2/3) of the Directors in office immediately prior to any suchelection, cease to constitute a majority of the Board of Directors of AvocentCorporation.

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

##### (1)           any consolidation or merger ofAvocent Corporation in which Avocent Corporation is not the continuing orsurviving corporation or pursuant to which shares of Avocent Corporation commonstock would be converted into cash, securities or other property, other than amerger or consolidation of Avocent Corporation in which the holders of AvocentCorporation’s common stock immediately prior to the merger or consolidationhave substantially the same proportionate ownership and voting control of thesurviving corporation immediately after the merger or consolidation; or

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(2)           anysale, lease, exchange, liquidation or other transfer (in one transaction or aseries of transactions) of all or substantially all of the assets of AvocentCorporation.

Notwithstanding subparagraphs (e)(iii)(1) and(e)(iii)(2) above, the term “Change in Control” shall not include aconsolidation, merger, or other reorganization if upon consummation of suchtransaction all of the outstanding voting stock of Avocent Corporation isowned, directly or indirectly, by a holding company, and the holders of AvocentCorporation’s common stock immediately prior to the transaction havesubstantially the same proportionate ownership and voting control of suchholding company after such transaction.

## 2.2           BASIC TERM.  The term of employment of the Employee by the Employer shall befor the period beginning on March 4, 2002, and ending on December 31, 2004,unless terminated earlier pursuant to this Section 2.  At any time before December 31, 2004, the Employer and theEmployee may by mutual written agreement extend the Employee’s employment underthe terms of this Agreement for such additional periods as they may agree.

## 2.3           TERMINATION FOR CAUSE.  Termination For Cause may be effected by theEmployer at any time during the term of this Agreement and shall be effected bythirty (30) days written notification to the Employee from the Board ofDirectors of Avocent Corporation stating the reason for termination.  Upon Termination For Cause, the Employeeimmediately shall be paid all accrued salary, bonus compensation to the extentearned, vested deferred compensation, if any (other than pension plan or profitsharing plan benefits which will be paid in accordance with the applicableplan), any benefits under any plans of Employer or Avocent in which theEmployee 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 OTHER THAN FORCAUSE.  Notwithstanding anything else inthis Agreement, the Employer may effect a Termination Other Than For Cause atany time 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 OFDISABILITY.  If, during the term of thisAgreement, the Employee, in the reasonable judgment of the Board of Directorsof Avocent, has failed to perform his duties under this Agreement on account ofillness 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 by

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delivery of written notice to the Employee at any timeafter such six month period and payment to the Employee of all accrued salary,bonus compensation to the extent earned, additional bonus compensation in anamount equal to the average annual bonus earned by the Employee as an employeeof Avocent and its affiliates 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 Cybex or Avocent stock option plans fully 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 through theexpiration of this Agreement, but the Employee shall not be paid any other compensationor reimbursement of any kind, including without limitation, severancecompensation.

## 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 Cybex or Avocent stock option plans fully 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 thisAgreement, the Employee may effect a Voluntary Termination at any time upongiving thirty (30) days written notice to the Employer of suchtermination.  In the event of aVoluntary Termination, the Employer shall immediately pay all accrued salary,bonus compensation to the extent earned, vested deferred compensation, if any(other than pension plan or profit sharing plan benefits which will be paid 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 A CHANGE INCONTROL.  In the event of a TerminationUpon a Change in Control, the Employee shall immediately 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 of Employeror Avocent in which the Employee is a participant to the full extent of theEmployee’s rights under such plans (including having the 

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vesting of any awards granted to the Employee underany Cybex or Avocent stock option plans fully accelerated), accrued vacationpay and 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 March 4, 2002, 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“Base Salary” at the rate of $300,000 per annum, payable in equal bi–weeklyinstallments.  The Base Salary for eachcalendar year (or proration thereof) beginning January 1, 2003****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, Huntsville, Alabama, All Items,” published by the U.S. Departmentof Labor (using July 1, 2002, as the base date for computation prorated for anypartial 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 a bonus for each calendaryear (or portion thereof) during the term of this Agreement and any extensionsthereof, with the actual amount of any such bonus to be determined in the solediscretion of the Board of Directors of Avocent Corporation based upon itsevaluation of the Employee’s performance during such year.  All such bonuses shall be payable during thelast month of the fiscal year or within forty-five (45) days after the end ofthe fiscal year to which such bonus relates. All such bonuses shall be reviewed annually by the Compensation Committee of AvocentCorporation.

## 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 toparticipate in such of Avocent’s benefits and deferred compensation plans asare now generally available or later made generally available to executiveofficers of or Avocent, including, without limitation, stock option plans,Section 401(k) plan, profit sharing plans, 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 of serviceunder any benefit plans or programs of Cybex or Avocent, the Employee’semployment with the Employer (or any successor) will be deemed to havecommenced on March 4, 2002.

### (b)           VACATION.  The Employee shall be entitled to vacation in accordance with theAvocent Corporation’s vacation policy but in no event less than four weeksduring 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 

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on the life of the Employee, payable to suchbeneficiaries as the Employee may from time to time designate, in an aggregateamount equal to the lesser of (i) three times the Employee’s Base Salaryor (ii) $500,000.  Such policyshall be owned by the Employee or by any person or entity with an insurableinterest in the life of the Employee.

### (d)        REIMBURSEMENT FOR EXPENSES. During the term of this Agreement, the Employer or Avocent Corporationshall reimburse the Employee for reasonable and properly documentedout-of-pocket business and/or entertainment expenses incurred by the Employeein connection with his duties under this Agreement in accordance with Avocent’sstandard reimbursement policies.

# 4.             SEVERANCE COMPENSATION.

## 4.1           SEVERANCE COMPENSATION IN THE EVENTOF A TERMINATION UPON A CHANGE IN CONTROL. In the event of a Termination Upon a Change in Control, the Employeeshall be paid as severance compensation his Base Salary (at the rate payable atthe time of such termination) for a period of twelve (12) months from the dateof termination of this Agreement, on the dates specified in Section 3.1,and an amount equal to the average annual bonus earned by the Employee as anemployee of Avocent Corporation and its affiliates in the two (2) yearsimmediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, theEmployee may in the Employee’s sole discretion, by delivery of a notice to the Employerwithin thirty (30) days following a Termination Upon a Change in Control, electto receive from the Employer a lump sum severance payment by bank cashier’scheck equal to the present value of the flow of cash payments that wouldotherwise be paid 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 Wall Street Journal* (or similar publication),on the date of delivery of the election notice.  If the Employee elects to receive a lump sum severance payment,Avocent Corporation shall cause the Employer to make such payment to theEmployee within ten (10) days following the date on which the Employee notifiesthe Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awardsgranted to the Employee under any Cybex or Avocent stock option plans fully 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 12 months from the date of termination of thisAgreement.

## 4.2           SEVERANCE COMPENSATION IN THE EVENTOF A TERMINATION OTHER THAN FOR CAUSE. In the event of a Termination Other Than for Cause, the Employee shallbe paid as severance compensation his Base Salary (at the rate payable at thetime of such termination) for a period of twelve (12) months from the date ofsuch termination, on the dates specified in Section 3.1, and an amountequal to the average annual bonus earned by the Employee as an employee ofAvocent Corporation and its affiliates in the two (2) years immediatelypreceding 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 from the Employer a lump sum severance payment by bankcashier’s check equal 

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to the present value of the flow of cash payments thatwould otherwise be paid to the Employee pursuant to this Section 4.2.  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 on 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 Cybex or Avocentstock option plans fully accelerated.

## 4.3           NO SEVERANCE COMPENSATION UNDER OTHERTERMINATION.  In the event of aVoluntary Termination, Termination For Cause, termination by reason of theEmployee’s disability pursuant to Section 2.5, or termination by reason of theEmployee’s death pursuant to Section 2.6, the Employee or his estate shall notbe paid any severance compensation.

# 5.             NON-COMPETITIONOBLIGATIONS.  Unless waived or reducedby the Employer or Avocent, during the term of this Agreement and for a periodof thirty-six (36) months thereafter, the Employee will not, without theEmployer’s and Avocent Corporation’s prior written consent, directly orindirectly, alone or as a partner, joint venturer, officer, director, employee,consultant, agent, independent contractor or stockholder of any company orbusiness, engage in any business activity in the United States, Canada, orEurope which is substantially similar to or in direct competition with any ofthe business activities of or services provided by the Employer or Avocent atsuch time.  Notwithstanding theforegoing, the ownership by the Employee of not more than five percent (5%) ofthe shares of stock of any corporation having a class of equity securitiesactively traded on a national securities exchange or on The Nasdaq Stock Marketshall not be deemed, in and of itself, to violate the prohibitions of thisSection 5.

# 6.             MISCELLANEOUS.

## 6.1           PAYMENT OBLIGATIONS.  If the Employee is the prevailing party inany litigation after a Change in Control brought to enforce or interpret anyprovision contained herein, the Employer and Avocent Corporation, to the extentpermitted by applicable law and the Employer’s and Avocent Corporation’sArticles of Incorporation and Bylaws, each hereby indemnifies the Employee forthe Employee’s reasonable attorneys’ fees and disbursements incurred in suchlitigation.

## 6.2           GUARANTEE.  Avocent Corporation hereby unconditional and irrevocableguarantees the payment obligations of the Employer under this Agreement,including, without limitation, the Employer’s obligations under Section 5 orSection 6.1 hereof.

## 6.3           WITHHOLDINGS.  All compensation and benefits to theEmployee hereunder shall be reduced by all federal, state, local, and otherwithholdings and similar taxes and payments required by applicable law.

## 6.4           WAIVER.  The waiver of the breach of any provision of this Agreement shallnot operate or be construed as a waiver of any subsequent breach of the same orother provision hereof.

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            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, plans and negotiations, whether written or oralwith respect to the subject matter hereof,**andany understandings, agreements or obligations respecting any past or futurecompensation, bonuses, reimbursements or other payments to the Employee fromthe Employer or Avocent Corporation.  Allmodifications to the Agreement must be in writing and signed by the partyagainst whom enforcement of such modification is sought.

## 6.6           NOTICES.  All notices and other communications under this Agreement shallbe in writing and shall be given by hand delivery or first class mail,certified or registered with return receipt requested, and shall be deemed tohave been duly given upon hand delivery to an officer of the Employer or theEmployee, as the case may be, or upon three (3) days after mailing to therespective persons named below:

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

Any party may change such party’s address for noticesby notice duly given pursuant to this Section 6.6.

## 6.7           HEADINGS.  The Section headings herein are intended for reference and shallnot by themselves determine the construction or interpretation of this Agreement.

## 6.8           GOVERNING LAW; VENUE.  This Agreement shall be governed by andconstrued 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, Madison County, Alabama, for anylawsuit arising from or 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 beselected by the two (2) arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association,the selected arbitrators may grant equitable relief.  Each party shall pay the fees of the arbitrator selected by himand of his own attorneys, and the expenses of his witnesses and all otherexpenses connected with the presentation of his case.  The cost of the 

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arbitration including the cost of the record ortranscripts thereof, if any, administrative fees, and all other fees and costsshall be borne equally by the parties.

## 6.10         SEVERABILITY.  If a court or other body of competent jurisdiction determinesthat any provision of this Agreement is excessive in scope or otherwise invalidor unenforceable, such provision shall be adjusted rather than voided, ifpossible, and all other provisions of this Agreement shall be deemed valid andenforceable 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 event relatingto the 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 the Employer (exceptto an affiliate of the Employer (including Avocent Corporation) in which eventthe Employer shall remain liable if the affiliate fails to meet any obligationsto make payments or provide benefits or otherwise) or by the Employee.

## 6.12         COUNTERPARTS.  This Agreement may be executed in one or more counterparts, allof which taken together shall constitute one and the same Agreement.

## 6.13         INDEMNIFICATION.  In addition to any rights to indemnificationto which the Employee is entitled to under the Employer’s Articles ofIncorporation and Bylaws, the Employer and Avocent Corporation shall indemnifythe Employee at all times during and after the term of this Agreement to themaximum extent permitted under the corporation laws of the State of Delawareand any other applicable state law, and shall pay the Employee’s expenses indefending any civil or criminal action, suit, or proceeding in advance of thefinal disposition of such action, suit, or proceeding, to the maximum extentpermitted under such applicable state laws.

## 6.14         INDEMNIFICATION FOR SECTION 4999 EXCISETAXES.  In the event that it shall bedetermined that any payment or other benefit paid by the Employer or AvocentCorporation to or for the benefit of the Employee under this Agreement or otherwise,but determined without regard to any additional payments required under thisAmendment (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 finally orpayable by the Employee in connection with the Payments, plus (ii) anadditional payment in such amount that after all taxes, interest and 

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penalties incurred inconnection with all payments under this Section 2(a), the Employee retains anamount equal to one hundred percent (100%) of the Excise Tax.

### (b)   All determinations required to be made underthis Section shall be made by the Avocent Corporation’s primary independentpublic accounting firm, or any other nationally recognized accounting firmreasonably acceptable to the Avocent Corporation and the Employee (the“Accounting Firm”).  Avocent Corporationshall cause the Accounting Firm to provide detailed supporting calculations ofits determinations to the Employer and the Employee.  All fees and expenses of the Accounting Firm shall be bornesolely by the Employer.  For purposes ofmaking the calculations required by this Section, the Accounting Firm may makereasonable assumptions and approximations concerning applicable taxes and mayrely on reasonable, good faith interpretations concerning the application ofSections 280G and 4999 of the Internal Revenue Code, provided the AccountingFirm’s determinations must be made with substantial authority (within the meaningof Section 6662 of the Internal Revenue Code). The payments to which theEmployee is entitled pursuant to this Section shall be paid by the Employerand/or Avocent Corporation to the Employee in cash and in full not later thanthirty (30) calendar days following the date the Employee becomes subject tothe Excise Tax.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the day and year first above written.

 
|   | **CYBEX COMPUTER PRODUCTS CORPORATION  (dba AVOCENT-HUNTSVILLE)** |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   |                                                              |
|   | By:                                                               | /s/ Stephen  F. Thornton |
|   | Its:                                                              | President  and Chief Executive Officer |
|   |                                                              |
|   | **AVOCENT  CORPORATION:**                                         |
|   |                                                              |
|   |                                                              |
|   | By:                                                               | /s/  Stephen F. Thornton |
|   | Its:                                                              | President  and Chief Executive Officer |
|   |                                                              |
|   | **EMPLOYEE:**                                                     |
|   |                                                              |
|   |                                                              |
|   | /s/  John R. Cooper                                               |
|   | John  R. Cooper                                                   |   |
|        |                                                                   |  |  |

 

 

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