Exhibit 10.30


 


AVOCENT CORPORATION


 


2003 INDUCEMENT PLAN


 


 


1.                                       Purposes
of the Plan.  The purposes of this
2003 Inducement Plan are:


 


•                                          to
provide a material inducement for the best available employees to join the
Company, and 


 


•                                          to
promote the success of the Company’s business.


 


2.                                       Definitions.  As used herein, the following definitions
shall apply:


 


(a)                                  “Administrator”
means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.


 


(b)                                 “Applicable
Laws” means the requirements relating to the administration of stock option
plans under U. S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.


 


(c)                                  “Board”
means the Board of Directors of the Company.


 


(d)                                 “Code”
means the Internal Revenue Code of 1986, as amended.


 


(e)                                  “Committee”
means a committee of Directors appointed by the Board in accordance with
Section 4 of the Plan.


 


(f)                                    “Common
Stock” means the common stock of the Company.


 


(g)                                 “Company”
means Avocent Corporation, a Delaware corporation.


 


(h)                                 “Consultant”
means any natural person, including an advisor or independent contractor,
engaged by the Company or a Parent or Subsidiary to render services to such
entity.


 


(i)                                     “Director”
means a member of the Board.


 


(j)                                     “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code.


 


(k)                                  “Employee”
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. 
A Service Provider shall not cease to be an Employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or
any successor.  Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to
constitute “employment” by the Company.


 


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(l)                                     “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(m)                               “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:


 


(i)                                     If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal
or such other source as the Administrator deems reliable;


 


(ii)                                  If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the
Common Stock on the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or 


 


(iii)                               In
the absence of an established market for the Common Stock, the Fair Market
Value shall be determined in good faith by the Administrator.


 


(n)                                 “Independent
Director” means a Director who is not an Employee and who qualifies as an
Independent Director under the applicable rules of Nasdaq (and/or the similar
rules of any other stock exchange(s) on which the Company’s securities become
publicly traded).


 


(o)                                 “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.


 


(p)                                 “Notice
of Grant” means a written or electronic notice evidencing certain terms and
conditions of an individual Option grant. 
The Notice of Grant is part of the Option Agreement.


 


(q)                                 “Officer”
means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.


 


(r)                                    “Option”
means a stock option granted pursuant to the Plan.


 


(s)                                  “Option
Agreement” means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms
and conditions of the Plan.


 


(t)                                    “Optioned
Stock” means the Common Stock subject to an Option.


 


(u)                                 “Optionee”
means the holder of an outstanding Option granted under the Plan.


 


(v)                                 “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.


 


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(w)                               “Plan”
means this 2003 Inducement Plan.


 


(x)                                   “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.


 


(y)                                 “Section 16(b)”
means Section 16(b) of the Exchange Act.


 


(z)                                   “Service
Provider” means an Employee, Director or Consultant.


 


(aa)                            “Share”
means a share of the Common Stock, as adjusted in accordance with
Section 13 of the Plan.


 


(bb)                          “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.


 


3.                                       Stock
Subject to the Plan.  Subject to the
provisions of Section 12 of the Plan, the maximum aggregate number of
Shares that may be optioned and sold under the Plan is 500,000 Shares.  The Shares may be authorized, but unissued,
or reacquired Common Stock.


 


If an Option
expires or becomes unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); provided,
however, that Shares that have actually been issued under the Plan upon
exercise of an Option shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if unvested
Shares are repurchased by the Company at their original purchase price, such
Shares shall become available for future grant under the Plan. 


 


4.                                       Administration
of the Plan.


 


(a)                                  Procedure.


 


(i)                                     Plan
Administration.  The Plan shall be
administered by either (i) the Company’s Compensation Committee (so long as
such committee is comprised of a majority of Independent Directors), or (ii) a
majority of Independent Directors.


 


(ii)                                  Rule
16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.


 


(b)                                 Powers
of the Administrator.  Subject to
the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion:


 


(i)                                     to
determine the Fair Market Value;


 


(ii)                                  to
select the Employees to whom Options may be granted hereunder;


 


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(iii)                               to
determine the number of shares of Common Stock to be covered by each Option
granted hereunder;


 


(iv)                              to
approve forms of agreement for use under the Plan;


 


(v)                                 to
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any Option granted hereunder. 
Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common
Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;


 


(vi)                              to
construe and interpret the terms of the Plan and Options granted pursuant to
the Plan;


 


(vii)                           to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws;


 


(viii)                        to modify
or amend each Option (subject to Section 14(c) of the Plan), including the
discretionary authority to extend the post-termination exercisability period of
Options longer than is otherwise provided for in the Plan;


 


(ix)                                to
allow Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option that
number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld.  The Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined.  All elections by a Optionee to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;


 


(x)                                   to
authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Option previously granted by the
Administrator;


 


(xi)                                to
make all other determinations deemed necessary or advisable for administering
the Plan.


 


(c)                                  Effect
of Administrator’s Decision.  The
Administrator’s decisions, determinations and interpretations shall be final
and binding on all Optionees and any other holders of Options issued under the
Plan.


 


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5.                                       Eligibility.  Options may be granted only to Employees as
a material inducement to entering into their initial employment with the
Company; provided, however, that a former employee who is returning to the
employ of the Company following a bona-fide period of non-employment by the
Company may also receive an Option hereunder.


 


6.                                       Limitations.


 


(a)                                  Each
Option shall be designated in the Option Agreement as a Nonstatutory Stock
Option.  


 


(b)                                 Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionee’s relationship as a Service Provider with the Company,
nor shall they interfere in any way with the Optionee’s right or the Company’s
right to terminate such relationship at any time, with or without cause.


 


7.                                       Term
of Plan.  The Plan shall become
effective upon its approval by the Company’s Board.  It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14 of the Plan.


 


8.                                       Term
of Option.  The term of each Option
shall be stated in the Option Agreement and shall be no more than ten (10)
years from the date of grant.


 


9.                                       Option
Exercise Price and Consideration.


 


(a)                                  Exercise
Price.  The per share exercise price
for the Shares to be issued pursuant to exercise of an Option shall be
determined by the Administrator, with a minimum exercise price equal to par
value.


 


(b)                                 Waiting
Period and Exercise Dates.  At the
time an Option is granted, the Administrator shall fix the period within which
the Option may be exercised and shall determine any conditions that must be
satisfied before the Option may be exercised.


 


(c)                                  Form
of Consideration.  The Administrator
shall determine the acceptable form of consideration for exercising an Option,
including the method of payment. Such consideration, subject to Applicable
Laws, may consist entirely of:


 


(i)                                     cash;


 


(ii)                                  check;


 


(iii)                               promissory
note;


 


(iv)                              other
Shares which, in the case of Shares acquired directly or indirectly from the
Company, (A) have been owned by the Optionee for more than six (6) months on
the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;


 


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(v)                                 consideration
received by the Company under a cashless exercise program acceptable to the
Company, in its sole discretion;


 


(vi)                              a
reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored
deferred compensation program or arrangement;


 


(vii)                           any
combination of the foregoing methods of payment; or


 


(viii)                        such other
consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws.


 


Notwithstanding
the foregoing, the Administrator may permit an Option to be exercised by
delivery of a full-recourse promissory note secured by the purchased
shares.  All other terms of such
promissory note shall be determined by the Administrator in its sole
discretion.


 


10.                                 Exercise
of Option.


 


(a)                                  Procedure
for Exercise; Rights as a Stockholder. 
Any Option granted hereunder shall be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.  Unless the Administrator provides otherwise, vesting of Options
granted hereunder shall be suspended during any unpaid leave of absence.  An Option may not be exercised for a
fraction of a Share.


 


An Option
shall be deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised. 
Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan.  Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. 
The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan.


 


Exercising an
Option in any manner shall decrease the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.


 


(b)                                 Termination
of Relationship as a Service Provider. 
If an Optionee ceases to be a Service Provider, other than upon the
Optionee’s death or Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the
extent that the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
three (3) months following the


 


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Optionee’s
termination.  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the
Plan.  If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


 


(c)                                  Disability
of Optionee.  If an Optionee ceases
to be a Service Provider as a result of the Optionee’s Disability, the Optionee
may exercise his or her Option within such period of time as is specified in
the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). 
In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee’s
termination.  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the
Plan.  If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.


 


(d)                                 Death
of Optionee.  If an Optionee dies
while a Service Provider, the Option may be exercised following Optionee’s
death within such period of time as is specified in the Option Agreement to the
extent that the Option is vested on the date of death (but in no event may the
option be exercised later than the expiration of the term of such Option as set
forth in the Option Agreement) by the Optionee’s designated beneficiary,
provided such beneficiary has been designated prior to Optionee’s death in a
form acceptable by the Administrator. 
If no such beneficiary has been designated by the Optionee, then such
Option may be exercised by the personal representative of the Optionee’s estate
or by the person(s) to whom the Option is transferred pursuant to the
Optionee’s will or in accordance with the laws of descent and distribution.  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following Optionee’s death.  If, at the
time of death, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall immediately revert
to the Plan.  If the Option is not so
exercised within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.


 


11.                                 Limited
Transferability of Options.  Unless
determined otherwise by the Administrator, an Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.  If the Administrator makes an Option transferable, such Option
shall contain such additional terms and conditions as the Administrator deems
appropriate.


 


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12.                                 Adjustments
Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 


 


(a)                                  Changes
in Capitalization.  Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or repurchase of unvested Shares,
the number of Shares that may be added annually to the Plan pursuant to
Section 3(i) and the number of shares of Common Stock covered by each
outstanding Option as well as the price per share of Common Stock covered by
each such outstanding Option, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” 
Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Option.


 


(b)                                 Dissolution
or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  The Administrator
in its discretion may provide for an Optionee to have the right to exercise his
or her Option until ten (10) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares as to which the Option would
not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place
at the time and in the manner contemplated. 
To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.


 


(c)                                  Merger
or Asset Sale.  In the event of a
merger of the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding Option shall
be assumed or an equivalent option substituted by the successor corporation or
a Parent or Subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee shall fully vest in and have the right
to exercise the Option as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable.  If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and the Option shall
terminate upon the expiration of such period. 
For the purposes of this paragraph, the Option shall be considered
assumed if, following the merger or sale of assets, the option confers the
right to purchase or receive, for each Share of Optioned Stock subject to the
Option immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of


 


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a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Common
Stock in the merger or sale of assets.


 


13.                                 Date
of Grant.  The date of grant of an
Option shall be, for all purposes, the date on which the Administrator makes
the determination granting such Option, or such other later date as is
determined by the Administrator.  Notice
of the determination shall be provided to each Optionee within a reasonable
time after the date of such grant.


 


14.                                 Amendment
and Termination of the Plan.


 


(a)                                  Amendment
and Termination.  The Board may at
any time amend, alter, suspend or terminate the Plan.  


 


(b)                                 Stockholder
Approval.  The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws. 


 


(c)                                  Effect
of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.  Termination
of the Plan shall not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.


 


15.                                 Conditions
Upon Issuance of Shares.


 


(a)                                  Legal
Compliance.  Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares shall comply with Applicable Laws
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.


 


(b)                                 Investment
Representations.  As a condition to
the exercise of an Option, the Company may require the person exercising such
Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.


 


16.                                 Inability
to Obtain Authority.  The inability
of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.


 


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17.                                 Reservation
of Shares.  The Company, during the
term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan. 


 


18.                                 No
Repricing.  Repricing of Options
granted under the Plan is prohibited.


 


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