THIS AMENDMENT AGREEMENT (the “Amendment Agreement”) is made and entered 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 sometimes referred to as “Employer in this Amendment
WHEREAS, Mr. Thornton has been employed as the President and Chief Executive Officer of Employer
under the terms and conditions of an Amended and Restated Employment and Noncompetition Agreement dated
October 31, 2000 (the Employment Agreement”);
WHEREAS, effective March 4, 2002, Mr. Thornton resigned as President and Chief Executive Officer
of Employer, 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 the agreements set forth in this Amendment Agreement.
NOW, THEREFORE, Mr. Thornton and Avocent hereby agree as follows:
1. DUTIES. Effective March 4, 2002, Mr. Thornton resigned as President and Chief Executive
Officer of Employer (and as a director, officer, and employee of Avocent’s direct and indirect subsidiaries). Mr.
Thornton will continue as the Chairman of the Board of Directors of Avocent under the terms and conditions of
this Amendment Agreement. Mr. Thornton shall devote such of his business time, energy, and skill to the affairs
of Avocent as shall be necessary to perform the duties of Chairman of the Board of Directors of Avocent, and
Mr. Thornton shall have powers and duties at least commensurate with his position as Chairman of the Board of
Directors of Avocent.
2. BENEFITS. Avocent and Mr. Thornton agree that:
(a) from March 5, 2002