**Exhibit 99.19**

 

**EMPLOYMENT AND NONCOMPETITION AGREEMENT**

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THIS EMPLOYMENT ANDNONCOMPETITION AGREEMENT (the “Agreement”) is made and entered into as of July 14, 2008,by and among Avocent Huntsville Corp., an Alabama corporation (the “Employer”),Avocent Corporation, a Delaware corporation, and Michael J. Borman(the “Employee”).

 

**RECITALS**

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WHEREAS, Avocent Corporationand its affiliates, including Employer (collectively referred to in thisAgreement as “Avocent”) are engaged in the business of designing, manufacturing,and selling connectivity and centralized management of information technologyinfrastructure solutions for enterprise data centers, branch offices, and smallto medium size businesses worldwide; and

 

WHEREAS,Employee, Employer, and Avocent Corporation now wish to enter into thisEmployment and Noncompetition Agreement, and Employee is willing to acceptemployment as Chief Executive Officer of Avocent on the terms and subject tothe conditions set forth in this Agreement.

 

**AGREEMENT**

** **

THEPARTIES HERETO AGREE AS FOLLOWS:

 

# 1.                                       POSITION AND BOARD MEMBERSHIP.

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## 1.1                                 POSITION. During the term of this Agreement, the Employee shall be employed byEmployer and serve as Chief Executive Officer of Avocent.  The Employee shall devote such of his businesstime, energy, and skill to the affairs of Avocent and Employer as shall benecessary to perform the duties of Chief Executive Officer at the headquartersof Avocent Corporation.  The Employeeshall report to the Board of Directors of Avocent Corporation (the “Board”),and shall have powers, duties, authorities, and responsibilities typicallyassociated with this position in public companies of a similar size and natureand such other powers, duties, authorities, and responsibilities as areassigned and delegated to him by the Board consistent with his position asChief Executive Officer.

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## 1.2                                 BOARD MEMBERSHIP.  During the term of this Agreement, the Boardwill, to the extent consistent with its fiduciary duties, recommend to thestockholders of Avocent Corporation that Employee be elected to serve as amember of the Board without any additional compensation.  If Employee’s position as Chief ExecutiveOfficers terminates or is terminated under any of the provisions of thisAgreement, Employee shall immediately resign as a member of the Board.

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# 2.                                       DEFINITIONS ANDTERM OF EMPLOYMENT.

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

 

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### (a)                                  “ACCRUEDOBLIGATIONS” shall mean, collectively as of the date of any termination, all ofEmployee’s accrued salary, bonus compensation to the extent earned, vesteddeferred compensation, if any, in accordance with the terms of any applicabledeferred compensation plan or arrangement, any benefits under any plans ofEmployer or Avocent in which the Employee is a participant to the full extentof the Employee’s rights under such plans, and accrued but unused vacation pay.

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### (b)                                 “CHANGE INCONTROL” shall mean, after the date of this Agreement, any one of the followingevents:

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#### (i)                               Any person (other than AvocentCorporation) or more than one person acting as a group (a “Person”) acquiresbeneficial ownership of Avocent Corporation’s securities and is or therebybecomes when such ownership is combined with stock held by such Person abeneficial owner of securities entitling such Person to exercise twenty-fivepercent (25%) or more of the combined voting power of Avocent Corporation’sthen outstanding stock.  For purposes ofthis Agreement, “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.

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#### (ii)                            Within any twenty-four (24) month period,the individuals who were Directors of Avocent Corporation at the beginning ofany such period, together with any other Directors first elected as directorsof Avocent 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.

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#### (iii)                         The closing of any transaction involving:

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##### (1)                              any consolidation, merger, or otherreorganization 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, consolidation, or other reorganization ofAvocent Corporation in which the holders of Avocent Corporation’s common stockimmediately prior to the merger or consolidation have substantially the sameproportionate ownership and voting control of the surviving corporationimmediately after the merger or consolidation; or

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

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Notwithstandingthe foregoing, the term “Change in Control” shall not include a consolidation,merger, or other reorganization if upon consummation of such transaction all ofthe outstanding voting stock of Avocent Corporation is owned, directly orindirectly, by a holding company, and the holders of Avocent Corporation’scommon stock immediately prior to the transaction have substantially the sameproportionate ownership and voting control of such holding company after suchtransaction.

 

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### (c)                                  “CODE” meansthe Internal Revenue Code of 1986, as amended.

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### (d)                                 CONSTRUCTIVETERMINATION” shall mean Employee’s voluntary termination of Employee’semployment by reason of (i) a material diminution of Employee’s title,reporting line, powers, duties, authorities, or responsibilities, (ii) areduction in Employee’s base salary or annual bonus target percentage, or (iii) anyother material breach of this Agreement by the Employer or Avocent Corporation;provided, however that termination shall only constitute “ConstructiveTermination” if Employee gives Employer written notice within ninety (90) daysof the occurrence of an event that would constitute Constructive Terminationand Employer has failed to cure such event within thirty (30) days of receiptof such written notice and such separation from service occurs during a periodnot to exceed two (2) years following the initial existence of the reasongiving rise to such Constructive Termination.

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### (e)                                  “RELEASE” shallmean a release of any claims against Avocent, Employer that is acceptable inform and substance to Avocent Corporation. A Release must be executed and become effective within the time frameprovided by such Release but in no instance later than March 15th of the year following the year in which thetermination of employment occurs.

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### (f)                                    “SECTION 409A”shallmean the Section 409A of the Code andthe final regulations and any guidance promulgated thereunder, as each may beamended from time to time.

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### (g)                                 “SEVERANCEPAYMENT DATE” shall mean the date specified in Section 4.5 of thisAgreement.

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### (h)                                 “TERMINATIONFOR CAUSE” shall mean termination by the Employer or Avocent Corporation of theEmployee’s employment with the Employer by reason of:  (i) theEmployee’s willful dishonesty towards, fraud upon, or deliberate injury orattempted injury to, the Employer or Avocent which has resulted in materialinjury to Employer or Avocent; (ii) the Employee’s willful material breachof this Agreement which, if curable, is not cured within thirty (30) days afterthe Employer or Avocent provides Employee with written notice describing indetail the material breach; or (iii) the Employee’s conviction of orpleading guilty or *nolo contendere*toany felony or misdemeanor involving, theft, embezzlement, dishonesty, or moralturpitude.

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### (i)                                     “TERMINATIONOTHER THAN FOR CAUSE” shall mean termination by the Employer or AvocentCorporation of the Employee’s employment with the Employer (other than aTermination for Cause or a termination by reason of Disability or death asdescribed in Sections 2.5 and 2.6) and shall include any ConstructiveTermination.

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### (j)                                     “TERMINATIONUPON A CHANGE IN CONTROL” shall mean (i) a termination by the Employee ofthe Employee’s employment with the Employer or Avocent or Employee’s deathwithin six (6) months following any “Change in Control” or (ii) anytermination by the Employer or Avocent Corporation of the Employee’s employmentwith the Employer or Avocent within eighteen (18) months following any “Changein Control” (other than a termination by reason of Employee’s death asdescribed in Section 2.6 more than six (6) months following anyChange in Control, a Termination for Cause as described in Section 2.4, ora termination by reason of Disability as described in Section 2.5).

 

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### (k)                                  “VOLUNTARYTERMINATION” shall mean termination by the Employee of the Employee’semployment with the Employer other than (i) Constructive Termination asdescribed in subsection 2.1(d), (ii) “Termination Upon a Change inControl” as described in Section 2.1(j), and (iii) termination byreason of the Employee’s Disability or death as described in Sections 2.5and 2.6

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## 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 terminates or is terminated under any of theprovisions of this Agreement.

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## 2.3                                 TERMINATION FORCAUSE.  Termination For Cause may beeffected by the Employer or Avocent Corporation at any time during the term ofthis Agreement and shall be effected by thirty (30) days written notificationto the Employee from the Board stating the reason for termination.  Upon Termination For Cause, the Employeeimmediately shall be paid (i) on the last date of employment, all AccruedObligations to the date of termination except that any deferred compensationplan or arrangement shall be paid at the time(s) and on the terms andconditions specified in any such deferred compensation plan or arrangement and (ii) uponreceipt of proper documentation in accordance with Avocent’s standardreimbursement policies, reimbursement of any appropriate business expensesincurred by the Employee in connection with his duties hereunder on or prior tothe date of termination of employment. The Employee shall not be paid any other compensation or reimbursementof any kind, including without limitation, severance compensation.  Reimbursements will be made as soon asadministratively practicable following approval of the reimbursement, but in noevent later than March 15th of the year following the Employee’s taxableyear in which the termination occurs.

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## 2.4                                 TERMINATIONOTHER THAN FOR CAUSE.  Notwithstandinganything else in this Agreement, the Employer or Avocent Corporation may effecta Termination Other Than For Cause at any time upon giving thirty (30) days’written notice to the Employee of such termination.  Upon any Termination Other Than For Cause,the Employee shall immediately be paid on the last date of employment (i) allAccrued Obligations, all to the date of termination except that any deferredcompensation plan or arrangement shall be paid at the time(s) and on theterms and conditions specified in any such deferred compensation plan orarrangement, (ii) upon receipt of proper documentation in accordance withAvocent’s standard reimbursement policies, reimbursement of any appropriatebusiness expenses incurred by the Employee in connection with his dutieshereunder on or prior to the date of termination of employment, and (iii) allseverance compensation provided in Section 4.2, but no other compensationor reimbursement of any kind.  Reimbursements will be made as soon asadministratively practicable following approval of the reimbursement, but in noevent later than March 15th of the year following the Employee’s taxableyear in which the termination occurs.

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## 2.5                                 TERMINATION BYREASON OF DISABILITY.  If, during theterm of this Agreement, the Employee, in the reasonable judgment of the Boardis unable to perform the essential functions of his job, with or withoutaccommodation, because of a mental or physical illness, disease or condition(such illness, disease and incapacity referred to as, a “Disability”) and theEmployee has not performed the powers, duties, authorities, and responsibilitiestypically associated with his position in public companies of a similar sizeand nature, the Employer shall have the right to terminate the Employee’semployment for Disability hereunder by delivery of written notice to theEmployee at any time and the Employee shall immediately be paid on the last

 

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## dateof employment (i) all Accrued Obligations, all to the date of terminationexcept that any deferred compensation plan or arrangement shall be paid at thetime(s) and on the terms and conditions specified in any such deferredcompensation plan or arrangement, (ii) upon receipt of properdocumentation in accordance with Avocent’s standard reimbursement policies,reimbursement of any appropriate business expenses incurred by the Employee inconnection with his duties hereunder on or prior to the date of termination ofemployment, and (iii) all severance compensation provided in Section 4.3,but no other compensation or reimbursement of any kind.  Reimbursements will be made as soon asadministratively practicable following approval of the reimbursement, but in noevent later than provided that reimbursements must be made no later than thelast day of the Employee’s taxable year in which the termination occurs.

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## 2.6                                 TERMINATION BYREASON OF DEATH.  In the event of theEmployee’s death during the term of this Agreement, the Employee’s employmentshall be deemed to have terminated as of the date of death and the Employershall, as soon as administratively practicable, pay to his estate or suchbeneficiaries as the Employee may from time to time designate (i) allAccrued Obligations, all to the date of termination except that any deferredcompensation plan or arrangement shall be paid at the time(s) and on theterms and conditions specified in any such deferred compensation plan orarrangement and (ii) upon receipt of proper documentation in accordancewith Avocent’s standard reimbursement policies, reimbursement of anyappropriate business expenses incurred by the Employee in connection with hisduties hereunder on or prior to the date of termination of employment,  but the Employee’s estate and beneficiariesshall not be paid any other compensation or reimbursement of any kind, includingwithout limitation, severance compensation. For the avoidance of doubt, amounts payable under any life insurancepolicies shall be paid in accordance with their terms.  Reimbursements will be made as soon asadministratively practicable following approval of the reimbursement, but in noevent later than provided that reimbursements must be made no later than March 15th of the yearfollowing the Employee’s taxable year in which Employee’s death occurs.

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## 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 (i) all AccruedObligations, all to the date of termination except that any deferredcompensation plan or arrangement shall be paid at the time(s) and on theterms and conditions specified in any such deferred compensation plan orarrangement, and (ii) upon receipt of proper documentation in accordancewith Avocent’s standard reimbursement policies, reimbursement of anyappropriate business expenses incurred by the Employee in connection withEmployee’s duties hereunder on or prior to the date of termination of employment,but no other compensation or reimbursement of any kind, including withoutlimitation, severance compensation.  Reimbursements will be made as soon asadministratively practicable following approval of the reimbursement, but in noevent later than March 15th of the year following the Employee’s taxableyear in which the termination occurs.

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## 2.8                                 TERMINATIONUPON A CHANGE IN CONTROL.  In the eventof a Termination Upon a Change in Control, the Employee shall immediately bepaid (i) all Accrued Obligations, all to the date of termination exceptthat any deferred compensation plan or arrangement shall be paid at the time(s) andon the terms and conditions specified in any such deferred compensation plan orarrangement, (ii) upon receipt of proper documentation in accordance withAvocent’s standard reimbursement policies, reimbursement of any appropriate

 

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## businessexpenses incurred by the Employee in connection with his duties hereunder on orprior to the date of termination of employment, and (iii) all severancecompensation provided in Section 4.1, but no other compensation orreimbursement of any kind.  Reimbursements will be made as soon asadministratively practicable following approval of the reimbursement, but in noevent later than March 15th of the year following the Employee’s taxableyear in which the termination occurs.

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# 3.               SALARY, BENEFITS AND BONUSCOMPENSATION.

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## 3.1                                 BASESALARY.  Effective July 15, 2008(the “Effective Date”), as payment for the services to be rendered by theEmployee as provided in Section 1 and subject to the terms and conditionsof Section 2, the Employer agrees to pay to the Employee a “Base Salary”at the rate of Six Hundred Thousand Dollars ($600,000.00) per annum, payable inequal bi-weekly installments in accordance with Employer’s normal payrollpractices.  The Base Salary for eachcalendar year (or proration thereof) beginning January 1, 2009****may be increased by the Board upon a recommendation of the Compensation Committee of the Board(the “Compensation Committee”.* *The Employee’s BaseSalary shall be reviewed annually by the Board and the Compensation Committee.

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## 3.2                                 BONUSES.  The Employee shall be paid a signing bonus ofOne Hundred Thirty Thousand Dollars ($130,000) with thirty days of theEffective Date of this Agreement.  TheEmployee shall be eligible to earn a bonus for each calendar year (or portionthereof) during the term of this Agreement and any extensions thereof, with theactual amount of any such bonus to be determined in the sole discretion of theCompensation Committee based upon its evaluation of the Employee’s performanceduring such year, with the annual target for each calendar year being at leastone hundred percent (100%) of Base Salary for that year and the annual bonusopportunity for each calendar year being at least one hundred fifty percent(150%) of the Base Salary for that year. Employee must be employed by Avocent on the last day of the fiscal year(or other period determined by the Compensation Committee) to which the bonusrelates; provided, however, that in the event of Employee’s death during theterm of this Agreement, the estate of Employee shall be paid within thirty (30)days after his death an amount equal to the product of (i) Employee’starget bonus for the year multiplied by (ii) a fraction the numerator ofwhich is the number of days in such year prior to the Employee’s death and thedenominator of which is three hundred sixty-five (365).  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 (or other period determined by the Compensation Committee) towhich such bonus relates.  In no eventwill any such bonus be paid later than March 15th of the yearfollowing the fiscal year in which the bonus is earned.  All such bonuses shall be reviewed annuallyby the Compensation Committee.

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

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### (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 of Avocent, including, without limitation, equity plans, Section 401(k) plan,profit sharing plans, deferred compensation plan, annual physical examinations,dental and medical plans, personal catastrophe and disability insurance,retirement plans and supplementary executive retirement plans, if any, in eachcase in accordance with the terms and provisions of the relevant plan and as such plans, policies, and

 

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### arrangements may existfrom time to time.  Forpurposes of establishing the length of service under any benefit plans orprograms of Avocent, the Employee’s employment with the Employer (or anysuccessor) will be deemed to have commenced on July 15, 2008.  Avocent retains the right to modify orterminate any and all benefit plans and programs at any time and for anyreason.

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### (b)                                 VACATION.  During the term of this Agreement, theEmployee shall be entitled to twenty-eight (28) days of paid vacation duringeach calendar year(pro-rated for 2008) in accordance with the Avocent Corporation’svacation policy, withthe timing and duration of specific vacations mutually and reasonably agreed toby the parties hereto.

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### (c)                                  REIMBURSEMENTFOR EXPENSES.  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. Requests for reimbursement must be submitted in accordance with Avocent’s reimbursement policies, as in effectfrom time to time.  Reimbursements willbe made as soon as administratively practicable following approval of thereimbursement, but in no event later than March 15th of the yearfollowing the Employee’s taxable year in which the expenses are incurred.

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### (d)                                 RELOCATION.  Employer will provide Employee with arelocation package to include housing loan, temporary housing assistance,assistance with the sale of Employee’s current principal residence, and paymentof relocation costs as determined by the Board and as provided by a nationalexecutive relocation service.  Employerwill pay Employee an additional payment equal to (i) one hundred percent(100%) of any federal, state, or local taxes actually paid or payable by theEmployee in connection with these relocation costs, (ii) plus anadditional payment in such amount such that after all taxes incurred inconnection with such payment, Employee retains an amount equal to all federal,state, and local taxes actually paid or payable by him in connection with suchrelocation expenses.  Requests forreimbursement must be submitted in accordance with Avocent’s reimbursement policies, as in effectfrom time to time.  Reimbursements willbe made as soon as administratively practicable following approval of thereimbursement, but in no event later than March 15th of the yearfollowing the Employee’s taxable year in which the expenses are incurred.  In the event of a Termination Other Than forCause or a Termination Upon a Change in Control, Employer will provide Employeewith temporary housing expenses for a period of thirty (30) days following anysuch termination.

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(e)                                  EQUITY AWARDS.

 

(i)                                     Effective on the date Employee commencesemployment with Employer, Employee shall be granted 125,000 restricted stockunits, with 50,000 units scheduled to vest on January 1, 2009, and 25,000units scheduled to vest on January 1 of each of 2010, 2011, and 2012, ineach case subject to the Employee remaining an employee or other serviceprovider of Avocent during that time under the terms and conditions of aRestricted Stock Unit Agreement.  Inaddition, Employee shall be awarded a targeted performance share award of100,000 performance shares with a maximum award of up to one hundred twentyfive percent (125%) of such performance shares , and Employee shall becomeeligible to vest in such performance shares upon the achievement of the specified targeted levels of AvocentCorporation’s common stock price (as measured on a rolling average basis) onspecific dates over a two-year period under the terms and

 

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conditionsof Employee’s Notice of Grant of Performance Shares and Avocent Corporation’s2008 performance share program, as shall be determined by the CompensationCommittee, subject tothe Employee remaining an employee or other service provider of Avocent at thetime such performance is achieved.  Ifshares become eligible to vest, such shares shall be scheduled to vest in threeequal amounts on January 1 of each of 2010, 2011, and 2012, in each casesubject to the Employee remaining an employee or other service provider ofAvocent during that time.  Each grant ofrestricted stock units or performance shares shall be subject to the terms andconditions of the equity plan under which it is granted and to an equity awardagreement between Avocent Corporation and Employee.

 

(ii)                                  The equity awards described in Section 3.3(e)(i) ofthis Agreement shall be earned and vest as set forth in Employee’s RestrictedStock Unit Agreement(s) and Notice(s) of Grant of Performance Shares,but upon the termination of Employee’s employment with Employer, any suchEquity Awards shall be deemed and treated as earned and/or the vesting of suchawards shall be accelerated as to the extent set forth in Section 4 ofthis Agreement.  In the event that (i) thereis a “Change of Control” as defined in the Avocent Corporation 2005 EquityIncentive Plan (the “2005 Plan”) or a “Change of Control” as defined in theAvocent Corporation 2008 Inducement Equity Incentive Plan (the “2008 Plan,” andcollectively with the 2005 Plan, the “Stock Plans”) and Employee is employed byEmployer or a successor at the time of such Change of Control event, (ii) anyof Employee’s then-outstanding restricted stock units, performance shares,performance units or deferred stock units constitute “deferred compensation”within the meaning of Section 409A, and (iii) such restricted stock units, performanceshares, performance units or deferred stock unitsare accelerated by application of Section 19 ofthe 2005 Plan or Section 15 of the 2008 Plan (as a result of such awardsnot being assumed or substituted for), then if such “Change of Control,” event isnot also a “change in control” within the meaning of Section 409A, suchaccelerated awards, though vested, will nonetheless be paid out to Employee onthe award’s original vesting schedule, unless (x) Avocent Corporationdetermines in good faith that an earlier payout would not result in theimposition of additional taxation to Employee under Section 409A or (y) thereis a subsequent termination of Employee’s employment with Employer within themeaning of Section 2.1(h) of this Agreement in a manner that wouldotherwise (without application of Section 19 or Section 15 of theapplicable Stock Plan) trigger vesting pursuant to Section 4 of thisAgreement, in which case the payment of such awards will be made at the time(s) andpursuant to the terms and conditions specified in Section 4 of thisAgreement, which shall then become applicable. Notwithstanding the foregoing, the delay of the payment of such awardspursuant to the prior sentence will cease upon Employee’s death and suchpayment will be made as soon as practicable after the date of Employee’sdeath.  Avocent and the Employee herebyagree that the provisions of this Section shall supersede any conflictingprovisions of the applicable Stock Plan and any equity-based compensation awardagreement of the Employee.

 

(iii)                               Employee shall be eligible to participatein any long-term incentive and equity-based arrangements generally available tosenior executives of Employer or Avocent and shall receive such awards as theCompensation Committee in its discretion shall grant to Employee.

 

### (f)                                    LIFE INSURANCE.  For the term of this Agreement and anyextensions thereof, the Employer shall at its expense procure and keep ineffect term life insurance on the life of the Employee, payable to suchbeneficiaries as the Employee may from time to time designate, in an aggregateamount equal to two (2) times the Employee’s Base Salary.  Such policy

 

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### shall be owned by the Employee or by any person orentity with an insurable interest in the life of the Employee.

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# 4.                                       SEVERANCECOMPENSATION.

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## 4.1                                 SEVERANCECOMPENSATION IN THE EVENT OF A TERMINATION UPON A CHANGE IN CONTROL.  In the event of a Termination Upon a Changein Control, and contingent on Employee signing and not revoking a Release, theEmployee shall be entitled to the severance payments and benefits in this Section 4.1.  The Employee shall be paid as severancecompensation a lump sum amount equal to two (2) times his annual BaseSalary (calculated at the rate payable at the time of such termination) on theSeverance Payment Date, and on the Severance Payment Date, the Employee shallalso be paid a lump sum amount equal to the average annual bonus earned by theEmployee as an employee of Employer and Avocent and its predecessors in the two(2) years immediately preceding the date of termination; provided,however, that in the event the date of termination is prior to thedetermination of Employee’s annual Bonus for calendar year 2009, Employee shallbe paid an amount equal to his targeted bonus for 2009 in lieu of his averageannual bonus over the prior two years. The Employee shall also be entitled to have the vesting of any awardsgranted to the Employee under any Avocent stock option, restricted stock units,performance share, or other equity plans deemed and treated as fully earned andaccelerated, and all such shares under any stock option awards, restrictedstock unit awards, and performance share awards to Employee shall be deliveredto Employee on the Severance Payment Date. The Employee shall also be allowed to participate at Employee’s expensein Employer’s 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 eighteen (18) months fromthe date of such Termination Upon a Change in Control, and on the SeverancePayment Date, Employer shall pay Employee an amount equal to the estimatedemployer-paid cost of such coverage (which shall be used by Employee to fundsuch coverage under Employer’s plans).

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## 4.2                                 SEVERANCECOMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE.  In the event of a Termination Other Than forCause that does not also constitute a Termination upon a Change in Control, andcontingent on Employee signing and not revoking a Release, the Employee shallbe entitled to the severance payments and benefits in this Section 4.2.  The Employee shall be paid as severancecompensation a lump sum amount equal to two (2) time his annual BaseSalary (calculated at the rate payable at the time of such termination) on theSeverance Payment Date, and on the Severance Payment Date, the Employee shallalso be paid a lump sum amount equal to the average annual bonus earned by theEmployee as an employee of Employer and its predecessors in the two (2) yearsimmediately preceding the date of termination; provided, however, that in theevent the date of termination is prior to the determination of Employee’sannual Bonus for calendar year 2009, Employee shall be paid an amount equal tohis targeted bonus for 2009 in lieu of his average annual bonus over the priortwo years.  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 (including earned but unvested performance shares) deemed and treated asfully earned and accelerated (but unearned performance shares would not beearned or vested), and all such shares under any stock options awards,restricted stock unit awards, and performance share awards to Employee shall bedelivered to Employee on the Severance Payment Date.  The Employee shall also be allowed toparticipate at Employee’s expense in Employer’s medical plan benefits under anyhealth plans of Avocent or Employer in which the Employee is a participant tothe full extent of the

 

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## Employee’srights under such plans for a period of eighteen (18) months from the date ofsuch Termination Other than for Cause, and on the Severance Payment Date,Employer shall pay Employee an amount equal to the estimated employer-paid costof such coverage (which is intended, but is not required, to be used byEmployee to fund such coverage under Employer’s plan.

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## 4.3                                 SEVERANCECOMPENSATION UNDER TERMINATION BY REASON OF DISABILITY.  In the event that the Employee is terminatedby Employer or Avocent by reason of Disability, and contingent on Employeesigning and not revoking a Release, the Employee shall be entitled to theseverance payments and benefits in this Section 4.3.  On the Severance Payment Date, the Employeeshall be paid as severance compensation a lump sum amount equal to the averageannual bonus earned by the Employee as an employee of Employer and Avocent andits affiliates predecessors in the two (2) years immediately preceding thedate of termination; provided, however, that in the event the date oftermination is prior to the determination of Employee’s annual Bonus forcalendar year 2009, Employee shall be paid an amount equal to his targetedbonus for 2009 in lieu of his average annual bonus over the prior twoyears.  The Employee shall also beallowed to participate at Employee’s expense in Employer’s medical planbenefits under any health plans of Avocent or Employer in which the Employee isa participant to the full extent of the Employee’s rights under such plans fora period of eighteen (18) months from the date of such termination by reason ofDisability, and on the Severance Payment Date, Employer shall pay Employee anamount equal to the estimated employer-paid cost of such coverage (which isintended, but is not required, to be used by Employee to fund such coverageunder Employer’s plan).

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## 4.4                                 NO SEVERANCECOMPENSATION UNDER OTHER TERMINATION.  Inthe event of a Voluntary Termination, a Termination For Cause, or a Terminationby Reason of Death, the Employee or his estate shall not be paid any severancecompensation.

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4.5                                 SEVERANCE PAYMENT DATE AND SECTION 409ACOMPLIANCE.

 

### (a)                                  Except asprovided in this Section 4.5, the “Severance Payment Date” shall be thedate of Employee’s termination of employment.

###  

### (b)                                 Notwithstandinganything to the contrary in this Agreement, Deferred Compensation Separation Benefits(as defined below) will become payable under this Agreement, and the SeverancePayment Date will not be deemed to have occurred, until Employee has a “separationfrom service” within the meaning of Section 409A.  Further, if (x) Employee is a “specifiedemployee” within the meaning of Section 409A at the time of Employee’stermination of employment (or at the time of a later “separation from service” within the meaning of Section 409A)other than due to Employee’s death, and (y) some or any portion of theseverance payments and benefits payable to Employee, if any, pursuant to thisAgreement (including, but not limited to, cash severance and the delivery ofshares pursuant to restricted stock units and performance shares), whenconsidered together with any other severance payments or separation benefitsthat are considered deferred compensation under Section 409A (together,the “Deferred Compensation Separation Benefits”) that are payable on or withinthe first six (6) month period following Employee’s termination ofemployment, then payments and benefits will instead become payable in a lumpsum on the first payroll date that occurs on or after the date six (6) monthsand one (1) day following the date of Employee’s termination of employment(or such longer period as is required to avoid the imposition of additional taxunder Section 409A), and such date will be the

 

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### “Severance Payment Date.”  All subsequent Deferred CompensationSeparation Benefits, if any, will be payable in accordance with the paymentschedule applicable to each payment or benefit. Each payment and benefit payable under thisAgreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) ofthe Treasury Regulations.

###  

### (c)                                  Notwithstanding anything herein to thecontrary, if Employee dies following his termination of employment but prior tothe Severance Payment Date, then any payments delayed in accordance with this Section 4.5will be payable in a lump sum as soon as administratively practicable after thedate of Employee’s death and all other Deferred Compensation SeparationBenefits will be payable in accordance with the payment schedule applicable toeach payment or benefit.

###  

### (d)                                 Any amount paid under the Agreement that satisfies the requirements ofthe “short-term deferral” rule set forth in Section 1.409A-1(b)(4) ofthe Treasury Regulations shall not constitute Deferred Compensation SeparationBenefits for purposes of Section 4.5(b) above.

###  

### (e)                                  Any amount paid under the Agreement thatqualifies as a payment made as a result of an involuntary separation fromservice pursuant to Section 1.409A-1(b)(9)(iii) of the TreasuryRegulations that does not exceed the Section 409A Limit shall notconstitute Deferred Compensation Separation Benefits forpurposes of Section 4.5(b) above. For purposes of this Section 4.5, “Section 409A Limit” shallmean the lesser of two (2) times (A) the Employee’s annualizedcompensation based upon the annual rate of pay paid to Employee during Employer’staxable year preceding the Employer’s taxable year of Employee’s termination ofemployment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) andany Internal Revenue Service guidance issued with respect thereto; or (B) themaximum amount that may be taken into account under a qualified plan pursuantto Section 401(a)(17) of the Code for the year in which the Employee’semployment is terminated.

###  

### (f)                                    The foregoingprovisions and this Agreement are intended to comply with the requirements of Section 409Aso that none of the severance payments and benefits that may be providedhereunder will be subject to the additional tax imposed under Section 409A,and any ambiguities herein will be interpreted to so comply.  Employer and Employee agree to work togetherin good faith to consider amendments to this Agreement and to take suchreasonable actions which are necessary, appropriate or desirable to avoidimposition of any additional tax or income recognition prior to actual paymentto Employee under Section 409A.

###  

# 5.                                       COVENANT NOT TOCOMPETE AND NO SOLICITATION.

#  

## 5.1                                 COVENANT NOT TO COMPETE.  During the term of this Agreement, and for aperiod of twenty-four (24) months immediately following the termination ofEmployee’s relationship with the Employer, whether he resigns voluntarily or isterminated by the Employer, or Avocent Corporation involuntarily, Employee willnot, without the Employer’s or Avocent Corporation’s prior written consent,whether paid or not, directly or indirectly either alone or as a partner,principal, licensor, licensee, affiliate, representative, advisor, promoter,associate, investor, joint venturer, officer, director, employee, consultant,agent, independent contractor or stockholder of any company or business, build,design, finance, acquire, lease, operate manage, control, invest in, work orconsult for or otherwise join, participate in or affiliate himself with, anybusiness whose

 

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## business, products or operations are substantiallysimilar to or in direct competition with any of the business activities of orservices provided by Employer or Avocent at such time.  Notwithstanding the foregoing, the ownershipby the Employee of not more than five percent (5%) 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.  Should Employee obtain other employmentduring his employment with Employer or within twenty-four (24) monthsimmediately following the termination of his relationship with Employer for anyreason, Employee agrees to provide written notification to the Employer of thename and address of his new employer, the position that he expects to hold, anda general description of his duties and responsibilities, at least three (3) businessdays prior to starting such employment. Notwithstanding the foregoing, Employee is not prohibited from beingemployed by or otherwise associated with an entity with a business, products oroperations substantially similar or in direct competition with any businessactivities or services provided by Employee or Avocent, so long as (i) suchbusiness, products or operations constitute less than five percent of theannual revenues of both such entity and Avocent, and (ii) Employee doesnot, directly or indirectly, render services or assistance to such business,products or operations.

##  

## 5.2                                 NON-SOLICITATION OF CUSTOMERS.  During the term of this Agreement, and for aperiod of twenty-four (24) months immediately following the termination ofEmployee’s relationship with the Employer, whether he resigns voluntarily or isterminated by the Employer or Avocent Corporation involuntarily, Employee willnot, without the Employer’s or Avocent Corporation’s prior written consent,whether paid or not, directly or indirectly, solicit, take away, or engage inbusiness with any customer that is competitive with or similar to that of theEmployer or Avocent.  During the sameperiod of time, Employee further agrees not to contact or cause to be contactedany customer for the purposes of conducting business that is competitive orsimilar to that of the Employer or Avocent or for the purpose of disadvantagingthe Employer’s or Avocent’s business in any way.  Employee acknowledges and agrees that theEmployer’s and Avocent’s customers did not use or inquire of the Employer’s orAvocent’s services solely as a result of his efforts, and that the efforts ofthe Employer’s and/or Avocent’s personnel and resources are responsible for theEmployer’s and Avocent’s relationship with their customers.  Employee further acknowledge and agree thatthe identity of the Employers and Avocent’s customers is not readilyascertainable or discoverable through public sources, and that Employer’s andAvocent’s lists of customers were cultivated with great effort and securedthrough the expenditure of considerable time and money by the Employer andAvocent.

##  

## 5.3                                 NON-SOLICITATION OF EMPLOYEES ANDCONSULTANTS.  During the term of thisAgreement, and for a period of twenty-four (24) months immediately followingthe termination of Employee’s relationship with the Employer, whether heresigns voluntarily or is terminated by the Employer or Avocent Corporationinvoluntarily, Employee will not, without the Employer’s or Avocent Corporation’sprior written consent, whether paid or not, directly or indirectly, hire,solicit or recruit employees or consultants of the Employer or Avocent to leavethe Employer or Avocent, contact any employee or consultant of the Employer orAvocent or cause any employee or consultant of the Employer or Avocent to becontacted for the purpose of leaving their employment or consultancyarrangement or providing services for Employee or any other entity, employ anyemployee or receive services from any consultant who is employed by orproviding consulting services for the Employer or Avocent or who has beenemployed by or provided consulting services for the Employer or Avocent in theprior six month period.

 

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## 5.4                                 ACKNOWLEDGEMENTS.  Employee acknowledges that the Employer andAvocent will provide him with their proprietary and confidential information toenable him to optimize the performance of his duties to the Employer, and thathe will derive significant value from such disclosures.  Employee further acknowledges that hisfulfillment of his obligations not to compete and not to solicit contained inSections 5.1, 5.2, and 5.3 above, are necessary to protect the Employer’s andAvocent’s proprietary and confidential information and, consequently, topreserve the value and goodwill of the Employer and Avocent.  Employee also acknowledges that theparameters of his obligations under Section 5.1, 5.2, and 5.3 above arefair and reasonable in all respects, especially in light of the Employer’s andAvocent’s need to protect their proprietary and confidential Information andthe international scope and nature of the Employer’s and Avocent’s business,and that he will not be precluded from gainful employment if he is obligatednot to compete with the Employer or Avocent or solicit their employees,customers or others during the period described above.

##  

# 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, payments (includingseverance payments under Section 4), benefits, and the delivery of sharesto the Employee under this Agreement shall be reduced by all federal, state,local, and other withholdings and deductions and similar taxes and paymentsrequired 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                                 ENTIREAGREEMENT; MODIFICATIONS.  Except asotherwise provided herein, this Agreement represents the entire understandingamong the parties with respect to the subject matter hereof, and this Agreementsupersedes any and all contemporaneous or prior understandings, agreements,plans and negotiations, whether written or oral with respect to the subjectmatter hereof,**and anyunderstandings, 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.  With respect to equity awards granted on orafter the date hereof, the acceleration of vesting and timing of paymentrequirements provided herein will apply to such awards except to the extentotherwise explicitly provided in the applicable equity award agreement, whichprovision must include a reference to this Agreement.

 

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## 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 mailingto the respective persons named below:

 
| If  to the Employer/Avocent: |   | Avocent  Corporation                     |
|------------------------------|--------|------------------------------------------|
|                         |   | 4991  Corporate Drive                    |
|                         |   | Huntsville,  AL 35805                    |
|                         |   | Attn: Chairman of the Board of Directors |
|                         |   |                                     |
|                         |   | With copy to:                            |
|                         |   | Avocent Corporation                      |
|                         |   | 9911 Willows Road NE                     |
|                         |   | Redmond, WA 98052                        |
|                         |   | Attn: General Counsel                    |
|                         |   |                                     |
| If  to the Employee:         |   | Michael  J. Borman                       |

 

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 intendedfor reference 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 the city in which the corporate headquarters ofAvocent Corporation are located for any lawsuit arising from or relating tothis Agreement.

##  

## 6.9                                 ARBITRATION.  Employee, Employer, and AvocentCorporation agree that any and all controversies, claims, or disputes with theEmployer or Avocent Corporation or any of their respective employees, officers,directors, stockholders, or benefit plans in their capacity as such orotherwise arising out of, relating to, or resulting from the Employee’s serviceto the Employer under this Agreement or otherwise or the termination of theEmployee’s service with the Employer, including any breach of this Agreement,shall be subject to binding arbitration in Sunrise, Florida, under the arbitration rules setforth by the Judicial Arbitration and Mediation Services (“JAMS”).  Judgment upon any award rendered by thearbitrator may be entered in any court having jurisdiction thereof.  Disputes which the Employee agreesto arbitrate, and thereby agrees to waive any right to a trial by jury,include, to the extent permissible by law, any statutory claims under state orfederal law, including, but not limited to, claims under Title VII of the CivilRights Act of 1964, the Americans with Disabilities Act of 1990, the AgeDiscrimination in Employment Act of 1967, the Older Workers Benefit ProtectionAct, claims of harassment, discrimination or wrongful termination and any otherstatutory, contract, tort and other claims. The

 

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## arbitratorshall have the power to decide any motions brought by any party to thearbitration, including motions for summary judgment and/or adjudication andmotions to dismiss, prior to any arbitration hearing.  The arbitrator shall have the power to awardany remedies, and shall award attorneys’ fees and costs to the prevailing partyunless prohibited by law.  Each partyshall pay the fees of the arbitrator selected by him and of his own attorneys,and the expenses of his witnesses and all other expenses connected with thepresentation of his case.  The cost ofthe arbitration, including the cost of the record or transcripts thereof, ifany, administrative fees, and all other fees and costs shall be borne equallyby 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 OFEMPLOYER’S OBLIGATIONS.  The Employer’sand Avocent Corporation’s obligations hereunder shall not be terminated byreason of any liquidation, dissolution, bankruptcy, cessation of business, orsimilar event relating 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 the Employer (except to an affiliate of the Employer (includingAvocent Corporation) in which event the Employer shall remain liable if theaffiliate fails to meet any obligations to make payments or provide benefits orotherwise) 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 statelaws.  Employer and/or AvocentCorporation shall provide Employee with reasonable directors’ and officers’(D&O) insurance coverage consistent with the coverage provided otherofficers and directors

##  

## 6.14                           AT-WILL EMPLOYMENT.  The parties agree that Employee’s employmentwith Employer constitutes “at-will” employment and that such employment may beterminated at any time with or without cause or notice, at the option of eitherparty.  However, as described in thisAgreement, Employee may be entitled to severance benefits depending upon thecircumstances of Employee’s termination of employment.  Employee understands and agrees that neitherhis job performance nor promotions, commendations, bonuses or the like fromAvocent give rise to or in

 

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## any way serve as thebasis for modification, amendment, or extension, by implication or otherwise,of his employment with Employer.

##  

IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the day and year first abovewritten.

 

 
|   | **AVOCENT HUNTSVILLE CORP.:** |
|--------|-------------------------------|
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/  Doyle C. Weeks |
|   | Its:                          | President |
|   |                          |   |
|   |                          |   |
|   | **AVOCENT CORPORATION:**      |
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/  Edwin L. Harper |
|   | Its:                          | Chairman  of the Board |
|   |                          |   |
|   |                          |   |
|   | **EMPLOYEE:**                 |
|   |                          |   |
|   |                          |   |
|   | /s/  Michael J. Borman        |
|   | Michael J. Borman             |

 

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