COMMITTEE OF AVOCENT CORPORATION.
3.3
ADDITIONAL BENEFITS. DURING THE TERM OF THIS AGREEMENT, THE
EMPLOYEE SHALL BE ENTITLED TO THE FOLLOWING FRINGE BENEFITS:
(A)
THE EMPLOYEE BENEFITS. THE EMPLOYEE SHALL BE ELIGIBLE TO
PARTICIPATE IN SUCH OF AVOCENT'S BENEFITS AND DEFERRED COMPENSATION PLANS AS ARE
NOW GENERALLY AVAILABLE OR LATER MADE GENERALLY AVAILABLE TO EXECUTIVE OFFICERS
OR AVOCENT, INCLUDING, WITHOUT LIMITATION, STOCK OPTION, RESTRICTED STOCK,
PERFORMANCE SHARE, AND OTHER 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. FOR PURPOSES OF
ESTABLISHING THE LENGTH OF SERVICE UNDER ANY BENEFIT PLANS OR PROGRAMS OF
AVOCENT, THE EMPLOYEE'S EMPLOYMENT WITH THE EMPLOYER (OR ANY SUCCESSOR) WILL BE
DEEMED TO HAVE COMMENCED ON THE DATE THAT EMPLOYEE FIRST COMMENCED EMPLOYMENT,
WHICH WAS JANUARY 7, 2008.
(B)
VACATION. THE EMPLOYEE SHALL BE ENTITLED TO VACATION IN ACCORDANCE
WITH THE AVOCENT CORPORATION'S VACATION POLICY BUT IN NO EVENT LESS THAN THREE
(3) WEEKS DURING EACH YEAR OF THIS AGREEMENT.
5
(C)
LIFE INSURANCE. FOR THE TERM OF THIS AGREEMENT AND ANY EXTENSIONS
THEREOF, THE EMPLOYER SHALL AT ITS EXPENSE PROCURE AND KEEP IN EFFECT TERM LIFE
INSURANCE ON THE LIFE OF THE EMPLOYEE, PAYABLE TO SUCH BENEFICIARIES AS THE
EMPLOYEE MAY FROM TIME TO TIME DESIGNATE, IN AN AGGREGATE AMOUNT EQUAL TO THREE
TIMES THE EMPLOYEE'S BASE SALARY. SUCH POLICY SHALL BE OWNED BY THE EMPLOYEE OR
BY ANY PERSON OR ENTITY WITH AN INSURABLE INTEREST IN THE LIFE OF THE EMPLOYEE.
(D)
REIMBURSEMENT FOR EXPENSES. DURING THE TERM OF THIS AGREEMENT, THE
EMPLOYER OR AVOCENT CORPORATION SHALL REIMBURSE THE EMPLOYEE FOR REASONABLE AND
PROPERLY DOCUMENTED OUT-OF-POCKET BUSINESS AND/OR ENTERTAINMENT EXPENSES
INCURRED BY THE EMPLOYEE IN CONNECTION WITH HER DUTIES UNDER THIS AGREEMENT IN
ACCORDANCE WITH AVOCENT'S STANDARD REIMBURSEMENT POLICIES.
4.
SEVERANCE COMPENSATION.
4.1
SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION UPON A CHANGE
IN CONTROL. IN THE EVENT OF A TERMINATION UPON A CHANGE IN CONTROL, THE EMPLOYEE
SHALL BE PAID AS SEVERANCE COMPENSATION HER BASE SALARY (AT THE RATE PAYABLE AT
THE TIME OF SUCH TERMINATION) FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE
OF SUCH TERMINATION UPON A CHANGE IN CONTROL, ON THE DATES SPECIFIED IN
SECTION 3.1, AND THE EMPLOYEE SHALL ALSO BE PAID AN AMOUNT EQUAL TO THE AVERAGE
ANNUAL BONUS EARNED BY THE EMPLOYEE AS AN EMPLOYEE OF AVOCENT CORPORATION AND
ITS AFFILIATES AND PREDECESSORS IN THE TWO (2) YEARS IMMEDIATELY PRECEDING THE
DATE OF TERMINATION. NOTWITHSTANDING ANYTHING IN THIS SECTION 4.1 TO THE
CONTRARY, THE EMPLOYEE MAY IN THE EMPLOYEE'S SOLE DISCRETION, BY DELIVERY OF A
NOTICE TO THE EMPLOYER WITHIN THIRTY (30) DAYS FOLLOWING A TERMINATION UPON A
CHANGE IN CONTROL, ELECT TO RECEIVE FROM THE EMPLOYER A LUMP SUM SEVERANCE
PAYMENT BY BANK CASHIER'S CHECK EQUAL TO THE PRESENT VALUE OF THE FLOW OF CASH
PAYMENTS THAT WOULD OTHERWISE BE PAID TO THE EMPLOYEE PURSUANT TO THIS
SECTION 4.1.