**Exhibit 10.30.1**

** **

**AMENDEDAND RESTATED AMENDMENT AGREEMENT**

 

THIS AMENDED AND RESTATED AMENDMENT AGREEMENT (the“Amendment Agreement”) amends and restates that certain Amendment Agreemententered into as of March 4, 2002, by and among Avocent Employment Services Co. **(**formerly known as Polycon Investments,Inc.), a Texas corporation (“Services”), Cybex Computer Products Corporation,an Alabama corporation (“Cybex”), Avocent Corporation, a Delaware 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:

 

# 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:

 

### (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);

 

### (b)   from July 1, 2002 through June 30, 2003, Mr.Thornton will receive a biweekly payment of $1,923.07 (based on an annualizedsalary for such period of $50,000  peryear);

 

### (c)   for the year 2002, Mr. Thornton will beeligible for a bonus of up to $150,000 basedon objective and subjective factors consistent with the criteria used toevaluate the other senior executives of Avocent with the actual amount of anysuch bonus to be determined in the sole discretion of the Board of Directors;

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### (d)   if Mr. Thornton remains as Chairman of theBoard of Directors of Avocent during 2002 and 2003, Mr. Thornton will receivean annual stock option award in those years that is double the stock optionaward to “outside” directors of Avocent;

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### (e)   after December 31, 2002, if Mr. Thornton is amember of the Board of Directors of Avocent, Mr. Thornton will receive the samecompensation that is paid to “outside” directors of Avocent;

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### (f)    through June 30, 2003, Mr. Thornton will beeligible as an employee for all employee benefits, including life insurance,Section 401(k) Plan and cafeteria plans, and employee and dependent coverageunder Employer’s medical and dental plans, to the same extent as available toother Employer employees;

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### (g)   through June 30, 2003, Mr. Thornton willcontinue to vest in all his incentive stock options and nonqualified stockoptions to purchase shares of common stock of Avocent Corporation under theterms and conditions of the Cybex 1995 Employee Stock Option Plan, the Cybex1998 Employee Stock Incentive Plan, and the Avocent 2000 Stock Option Plan;thereafter, he shall continue to vest only in nonqualified stock options underthe terms and conditions of such Plans for the period during which he remains adirector of Avocent; and in recognition of Mr. Thornton’s role as a founder ofCybex, if Mr. Thornton ceases to be a director of Avocent, he shall immediatelyvest in all of his then outstanding nonqualified stock options under the termsand conditions of such Plans;

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### (h)   on or before July 10, 2003, Avocent shall payMr. Thornton Four Hundred Thousand Dollars ($400,000) as originallycontemplated by Section 5 of his Employment Agreement; provided, however,that Mr. Thornton shall not be entitled to any payment under this Section 2(h)if prior to December 31, 2002 he ceases to be a director of Avocent by virtueof his death or disability; and

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### (i)    Mr. Thornton shall be able to exercisevested stock options (including any options that become vested as a result ofany acceleration provisions described in this Section 2) under the termsand conditions of the Cybex Employee Stock Option Plan, the Cybex 1998 EmployeeStock Incentive Plan, and the Avocent 2000 Stock Option Plan for the periodspecified in such Plans (generally three (3) months) after Mr. Thornton ceasesto an employee (in the case of incentive stock options) or after Mr. Thorntonceases to be a director of Avocent (in the case of nonqualified stockoptions).  Mr. Thornton acknowledge andagrees that (i) any exercise of his stock options is limited in all respects bythe terms and conditions of such Plans, (ii) each of the Plans limits hisability to exercise stock options on a cashless basis (for example by requiringshares that he has owned for at least six months and by limiting the amount soexercised), and (iii) under policies approved by the Avocent Corporation Boardof Directors, the Administrator of each of the Plans is authorized to permit acashless exercise of options only in circumstances where to do complies withapplicable accounting and financial reporting standards and does not result ina variable compensation plan or compensation expense to Avocent.

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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 

 

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# written consent of Avocent, directly or indirectly,alone or as a partner, joint 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.

 

# 4.           MISCELLANEOUS.

 

## 4.1   WITHHOLDINGS.  All compensation and benefits to Mr. Thornton under thisAmendment Agreement shall be reduced by all federal, state, local, and otherwithholdings and similar taxes and payments required by applicable law.

 

## 4.2   WAIVER. The waiver of the breach of any provision of this Amendment Agreementshall not operate or be construed as a waiver of any subsequent breach of thesame or other provision hereof.

 

## 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.

 

## 4.4   NOTICES. All notices and other communications under this Amendment Agreementshall be 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 Avocent or Mr.Thornton, 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:    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 such party’s address for noticesby notice duly given pursuant to this Section 4.4.

 

## 4.5   HEADINGS. The Section headings herein are intended for reference and shall not bythemselves determine the construction or interpretation of this AmendmentAgreement.

 

## 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.

 

## 4.7   ARBITRATION. Any controversy or claim arising out of or relating to this AmendmentAgreement, or breach thereof, shall be settled by arbitration in Huntsville,Alabama, in accordance with the Rules of the American Arbitration Association,and judgment upon any proper award rendered by the arbitrators may be enteredin any court having jurisdiction thereof. There shall be three (3) arbitrators, one (1) to be chosen directly byeach party at will, and the third arbitrator to be selected by the two (2)arbitrators so chosen.  To the extentpermitted by the Rules of the American Arbitration Association, the selectedarbitrators may grant equitable relief. Each party shall pay the fees of the arbitrator selected by him and ofhis own attorneys, and the expenses of his witnesses and all other expensesconnected with the presentation of his case. The cost of the 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.

 

## 4.8   SEVERABILITY.  If a court or other body of competent jurisdiction determinesthat any provision of this Amendment Agreement is excessive in scope orotherwise invalid or unenforceable, such provision shall be adjusted ratherthan voided, if possible, and all other provisions of this Amendment Agreementshall be deemed valid and enforceable to the extent possible.

 

## 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 be terminatedby 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.

 

## 4.10  COUNTERPARTS.  This AmendmentAgreement may be executed in one or more counterparts, all of which takentogether shall constitute one and the same Amendment Agreement.

 

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## 4.11  INDEMNIFICATION.  In addition toany rights to indemnification to which Mr. Thornton is entitled to under theAvocent’s Articles of Incorporation and Bylaws, and consistent with theIndemnification Agreement between Mr. Thornton and Avocent, Avocent shallindemnify Mr. Thornton at all times during his membership on the Board ofDirectors and thereafter to the maximum extent permitted under the corporationlaws of the State of Delaware and any other applicable state law, and shall payMr. Thornton’s expenses in defending any civil or criminal action, suit, orproceeding in advance of the final disposition of such action, suit, orproceeding, to the maximum extent permitted under such applicable state laws.

 

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 |
|   |                                      |   |
|   | **MR. THORNTON:**                         |
|   |                                      |
|   | /s/ Stephen F. Thornton                   |

 

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