**Exhibit 10.30.1**

 

**AMENDMENTAGREEMENT**

 

THIS AMENDMENT AGREEMENT (the “Amendment Agreement”)is made and entered into as of March 4, 2002, by and among Avocent EmploymentServices Co. **(**formerly known asPolycon Investments, Inc.), a Texas corporation (“Services”), Cybex ComputerProducts Corporation, an Alabama corporation (“Cybex”), Avocent Corporation, aDelaware corporation (“Avocent”), and Stephen F. Thornton****(“Mr. Thornton”).  Services, Cybex, and Avocent are sometimesreferred to as “Employer” in this Amendment Agreement.

 

**RECITALS**

 

WHEREAS, Mr. Thornton has been employed as thePresident and Chief Executive Officer of Employer under the terms andconditions of an Amended and Restated Employment and Noncompetition Agreementdated October 31, 2000 (the “Employment Agreement”);

 

WHEREAS, effective March4, 2002, Mr. Thornton resigned as President and Chief Executive Officer ofEmployer, and remains as Chairman of the Board of Directors of Avocent; and

 

WHEREAS, Employer and Mr.Thornton now wish to terminate the Employment Agreement and enter into theagreements set forth in this Amendment Agreement.

 

**AGREEMENT**

 

NOW, THEREFORE, Mr. Thornton and Avocent hereby agreeas follows:

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# 1.             DUTIES. Effective March 4, 2002, Mr. Thornton resigned as President and ChiefExecutive Officer of Employer (and as a director, officer, and employee ofAvocent’s direct and indirect subsidiaries). Mr. Thornton will continue as the Chairman of the Board of Directors ofAvocent under the terms and conditions of this Amendment Agreement.  Mr. Thornton shall devote such of hisbusiness time, energy, and skill to the affairs of Avocent as shall benecessary to perform the duties of Chairman of the Board of Directors ofAvocent, and Mr. Thornton shall have powers and duties at least commensuratewith his position as Chairman of the Board of Directors of Avocent.

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# 2.             BENEFITS.  Avocent and Mr. Thornton agree that:

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### (a)           from March 5, 2002, through June 30,2002, Mr. Thornton will receive a biweekly payment of $9,615.38 (based on anannualized salary for such period of $250,000 per year);

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### (b)           from July 1, 2002 through December31, 2002, Mr. Thornton will receive a biweekly payment of $3,846.15 (based onan annualized salary for such period of $100,000 per year);

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### (c)           for the year 2002, Mr. Thornton willbe eligible for a bonus of up to $150,000 basedon objective and subjective factors consistent with the criteria used toevaluate the 

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### other senior executives of Avocent with the actualamount of any such bonus to be determined in the sole discretion of the Boardof Directors;

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### (d)           if Mr. Thornton remains as Chairmanof the Board of Directors of Avocent during 2002 and 2003, Mr. Thornton willreceive an annual stock option award in those years that is double the stockoption award to “outside” directors of Avocent;

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### (e)           after December 31, 2002, if Mr.Thornton is a member of the Board of Directors of Avocent, Mr. Thornton willreceive the same compensation that is paid to “outside” directors of Avocent;

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### (f)            through December 31, 2002, Mr.Thornton will be eligible as an employee for all employee benefits, includinglife insurance, Section 401(k) Plan and cafeteria plans, and employee anddependent coverage under Employer’s medical and dental plans, to the sameextent as available to other Employer employees;

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### (g)            through December 31, 2002, Mr.Thornton will continue to vest in all his incentive stock options andnonqualified stock options to purchase shares of common stock of AvocentCorporation under the terms and conditions of the Cybex 1995 Employee StockOption Plan, the Cybex 1998 Employee Stock Incentive Plan, and the Avocent 2000Stock Option Plan; thereafter, he shall continue to vest only in nonqualifiedstock options under the terms and conditions of such Plans for the period duringwhich he remains a director of Avocent; and in recognition of Mr. Thornton’srole as a founder of Cybex, if Mr. Thornton ceases to be a director of Avocent,he shall immediately vest in all of his then outstanding nonqualified stockoptions under the terms and conditions of such Plans;

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### (h)           on or before January 10, 2003,Avocent shall pay Mr. Thornton Four Hundred Thousand Dollars ($400,000) asoriginally contemplated by Section 5 of his Employment Agreement; provided,however, that Mr. Thornton shall not be entitled to any payment underthis Section 2(h) if prior to December 31, 2002 he ceases to be a director ofAvocent by virtue of his death or disability; and

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### (i)            Mr. Thornton shall be able toexercise (including by means of cashless exercise) vested stock options(including any options that become vested as a result of any accelerationprovisions described in this Section 2) under the terms and conditions ofthe Cybex Employee Stock Option Plan, the Cybex 1998 Employee Stock IncentivePlan, and the Avocent 2000 Stock Option Plan for the period specified in suchPlans (generally three (3) months) after Mr. Thornton ceases to an employee (inthe case of incentive stock options) or after Mr. Thornton ceases to be adirector of Avocent (in the case of nonqualified stock options).

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# 3.             NON-COMPETITION OBLIGATIONS.  In consideration of the payment described in Section 2(h) ofthis Amendment Agreement and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, during the period Mr.Thornton is a director of Avocent and for a period of thirty-six (36) monthsthereafter, Mr. Thornton will not, without the prior written consent ofAvocent, directly or indirectly, alone or as a partner, joint 

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# venturer, officer, director, employee, consultant,agent, independent contractor or stockholder of any company or business, engagein any business activity in the United States, Canada, or Europe which issubstantially similar to or in direct competition with any of the businessactivities of or services provided by Avocent or its affiliates at suchtime.  Notwithstanding the foregoing,the ownership by Mr. Thornton of not more than five percent (5%) of the sharesof stock of any corporation having a class of equity securities actively tradedon a national securities exchange or on The Nasdaq Stock Market shall not bedeemed, in and of itself, to violate the prohibitions of this Section 3.

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# 4.             MISCELLANEOUS.

 

## 4.1           WITHHOLDINGS.  All compensation and benefits to Mr.Thornton under this Amendment Agreement shall be reduced by all federal, state,local, and other withholdings and similar taxes and payments required byapplicable law.

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## 4.2           WAIVER.  The waiver of the breach of any provision of this AmendmentAgreement shall not operate or be construed as a waiver of any subsequentbreach of the same or other provision hereof.

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## 4.3           ENTIRE AGREEMENT; MODIFICATIONS.  Except as otherwise provided herein, thisAmendment Agreement represents the entire understanding among the parties withrespect to the subject matter hereof, and this Amendment Agreement supersedesany and all prior understandings, agreements, plans and negotiations, whetherwritten or oral with respect to the subject matter hereof including, withoutlimitation, Mr. Thornton’s Amended and Restated Employment and Noncompetitiondated October 31, 2000,**and anyunderstandings, agreements or obligations respecting any past or futurecompensation, bonuses, reimbursements, or other payments to Mr. Thornton fromEmployer or Avocent Corporation.  Allmodifications to this Amendment Agreement must be in writing and signed by theparty against whom enforcement of such modification is sought.

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## 4.4           NOTICES.  All notices and other communications under this AmendmentAgreement 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 Avocent orMr. Thornton, as the case may be, or upon three (3) days after mailing to therespective persons named below:

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| If to the  Employer/Avocent: |   | Avocent Corporation                             |
|------------------------------|--------|-------------------------------------------------|
|                         |   | 4991 Corporate Drive                            |
|                         |   | Huntsville, AL 35805                            |
|                         |   | Attn:   Chief  Executive Officer |
|                         |   |                                            |
| With  a copy to              |   | Avocent  Corporation                            |
|                         |   | 9911  Willows Road N.E.                         |
|                         |   | Redmond,  WA 98052                              |
|                         |   | Attn:   General  Counsel         |

 

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|                |   |                |
|---------------------|--------|---------------------|
| If to Mr. Thornton: |   | Stephen F. Thornton |
|                |   |                |
|                |   |                |

 

Any party may change suchparty’s address for notices by notice duly given pursuant to thisSection 4.4.

 

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

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## 4.6           GOVERNING LAW; VENUE.  This Amendment Agreement shall be governedby and construed in accordance with the laws of the State of Alabama.  Mr. Thornton and Employer each herebyexpressly consents to the exclusive venue of the state and federal courtslocated in Huntsville, Madison County, Alabama, for any lawsuit arising from orrelating to this Amendment Agreement.

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## 4.7           ARBITRATION.  Any controversy or claim arising out of orrelating to this Amendment Agreement, or breach thereof, shall be settled byarbitration in Huntsville, Alabama, in accordance with the Rules of theAmerican Arbitration Association, and judgment upon any proper award renderedby the arbitrators may be entered in any court having jurisdictionthereof.  There shall be three (3)arbitrators, one (1) to be chosen directly by each party at will, and the thirdarbitrator to be selected by the two (2) arbitrators so chosen.  To the extent permitted by the Rules of theAmerican Arbitration Association, the selected arbitrators may grant equitablerelief.  Each party shall pay the feesof the arbitrator selected by him and of his own attorneys, and the expenses ofhis witnesses and all other expenses connected with the presentation of hiscase.  The cost of the arbitrationincluding the cost of the record or transcripts thereof, if any, administrativefees, and all other fees and costs shall be borne equally by the parties.

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## 4.8           SEVERABILITY.  If a court or other body of competentjurisdiction determines that any provision of this Amendment Agreement isexcessive in scope or otherwise invalid or unenforceable, such provision shallbe adjusted rather than voided, if possible, and all other provisions of thisAmendment Agreement shall be deemed valid and enforceable to the extentpossible.

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## 4.9           SURVIVAL OF OBLIGATIONS.  Avocent’s obligations under this AmendmentAgreement shall not be terminated by reason of any liquidation, dissolution,bankruptcy, cessation of business, or similar event relating to Avocent.  This Amendment Agreement shall not beterminated by any merger or consolidation or other reorganization of 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 AmendmentAgreement shall be binding upon and inure to the benefit of the surviving orresulting corporation or person.  ThisAmendment Agreement shall be binding upon and inure to the benefit of theexecutors, administrators, heirs, successors and assigns of the parties;provided, however, that except as herein expressly provided, this AmendmentAgreement shall not be assignable either by Avocent (except to an affiliate inwhich Avocent shall remain liable if the affiliate fails to meet anyobligations to make payments or provide benefits or otherwise) or by Mr.Thornton.

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

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## 4.11         INDEMNIFICATION.  In addition to any rights to indemnificationto which Mr. Thornton is entitled to under the Avocent’s Articles ofIncorporation and Bylaws, and consistent with the Indemnification Agreementbetween Mr. Thornton and Avocent, Avocent shall indemnify Mr. Thornton at alltimes during his membership on the Board of Directors and thereafter to themaximum extent permitted under the corporation laws of the State of Delawareand any other applicable state law, and shall pay Mr. Thornton’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.

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IN WITNESS WHEREOF, the parties hereto have executedthis Amendment Agreement as of the day and year first above written.

 
|   | **AVOCENT EMPLOYMENT SERVICES, INC.:**    |
|--------|-------------------------------------------|
|   |                                      |   |
|   | By:                                       | /s/ John R.  Cooper |
|   | Its:                                      | President |
|   |                                      |   |
|   | **CYBEX COMPUTER PRODUCTS  CORPORATION:** |
|   |                                      |   |
|   | By:                                       | /s/ John R.  Cooper |
|   | Its:                                      | President |
|   |                                      |   |
|   | **AVOCENT CORPORATION:**                  |
|   |                                      |   |
|   | By:                                       | /s/ John R.  Cooper |
|   | Its:                                      | President &  CEO |
|   |                                      |   |
|   | **MR.  THORNTON:**                        |
|   |                                      |   |
|   | /s/ Stephen F.  Thornton                  |
|   | Stephen F. Thornton                       |

 

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