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AVOCENT CORPORATION  INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is made as of this     day of
            ,    , by and between Avocent Corporation, a Delaware corporation (the "Company"), and    
        
("Indemnitee").

WHEREAS
the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers' liability insurance, the significant increases in the cost of such
insurance and the general reductions in the coverage of such insurance;

WHEREAS
the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at
the same time as the availability and coverage of liability insurance has been severely limited; and

WHEREAS
the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to induce
Indemnitee to continue to provide services to the Company, wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum protection permitted by law; and

WHEREAS
in view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified by the Company as set forth herein.

NOW,
THEREFORE, in consideration for Indemnitee's services as an officer or director of the Company, the Company and Indemnitee hereby agree as follows:

1.Indemnification.



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2.Expenses; Indemnification Procedure.



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3.Additional Indemnification Rights; Nonexclusivity.



4.No Duplication of Payments.The Company shall not be liable under this Agreement to make any payment
in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of
the amounts otherwise indemnifiable hereunder.

5.Partial Indemnification.If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee are entitled.

6.Mutual Acknowledgement.Both the Company and Indemnitee acknowledge that in certain instances,
Federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

7.Liability Insurance.To the extent the Company maintains liability insurance applicable to
directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key
employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

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8.Exceptions.Any other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:



9.Period of Limitations.No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year
period;provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall
govern.

10.Construction of Certain Phrases.



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11.Counterparts.This Agreement may be executed in one or more counterparts, each of which shall
constitute an original.

12.Binding Effect; Successors and Assigns.This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the

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business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless
of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company's request.

13.Attorneys' Fees.In the event that any action is instituted by Indemnitee under this Agreement or
under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee
with respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless, as a
part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was
frivolous. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be
paid all Expenses incurred by Indemnitee in defense of such action (including costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action), and shall be
entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court having jurisdiction over such action determines that each of Indemnitee material defenses
to such action was made in bad faith or was frivolous.

14.Notice.All notices and other communications required or permitted hereunder shall be in writing,
shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered
by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier,
freight prepaid, or (d) one day after the business day of delivery by facsimile transmission, if delivered by facsimile transmission, with copy by first class mail, postage prepaid, and shall
be addressed if to Indemnitee, at the Indemnitee address as set forth beneath Indemnitee signatures to this Agreement and if to the Company at the address of its principal corporate offices
(attention: Secretary) or at such other address as such party may designate by ten days' advance written notice to the other party hereto.

15.Consent to Jurisdiction.The Company and Indemnitee each hereby irrevocably consent to the
jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper
forum for adjudicating such a claim.

16.Severability.The provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations,
each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

17.Choice of Law.This Agreement shall be governed by and its provisions construed and enforced in
accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents, entered into and to be performed entirely within the State of Delaware, without regard to the
conflict of laws principles thereof.

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18.Subrogation.In the event of payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.

19.Amendment and Termination.No amendment, modification, termination or cancellation of this
Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

20.Integration and Entire Agreement.This Agreement sets forth the entire understanding between the
parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

21.No Construction as Employment Agreement.Nothing contained in this Agreement shall be construed as
giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

[Remainder of page intentionally left blank; signature page follows immediately hereafter]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

| |  | AVOCENT CORPORATION                                     
| |  | --------------------------------------------------------
| |  | By:                                                     
| |  |                                                         
| |  | Its:                                                    
| |  |                                                         
| |  | Address:  4991 Corporate Drive
Huntsville, Alabama 35805

|AGREED TO AND ACCEPTED: |  | 
|----------------------- |  | 
|INDEMNITEE:             |  | 
|                        |  | 
|(signature)             |  | 
|Address:                |  | 
|                        |  | 
|                        |  | 
|                        |  | 

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