EMPLOYMENT AND NONCOMPETITION AGREEMENT
THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made and
entered into as of May 3, 2005, by and among Avocent Texas L.P., a Texas Limited Partnership (“ATC” or
“Employer”), Avocent Corporation, a Delaware corporation, and Thomas J. Miller (the “Employee”).
WHEREAS, Avocent Corporation and its affiliates including Avocent International Ltd., Avocent
Huntsville Corp., Avocent Redmond Corp., and OSA Technologies, Inc. (Avocent Corporation and its affiliates
are collectively referred to in this Agreement as “Avocent”) are engaged in the business of designing,
manufacturing, and selling connectivity solutions for enterprise data centers, service providers, and financial
WHEREAS, Employer desires to employ the Employee and the Employee is willing to accept such
employment by Employer on the terms and subject to the conditions set forth in this Agreement.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. DUTIES. During the term of this Agreement, the Employee agrees to be employed by
Employer and to serve Avocent as its Senior Vice President of OEM Sales. The Employee shall devote such of
his business time, energy, and skill to the affairs of Avocent and Employer as shall be necessary to perform the
duties of Senior Vice President of OEM Sales. The Employee shall report to the Executive Vice President of
Global Sales of the Employer and Avocent Corporation and to the Boards of Directors of the Employer and
Avocent Corporation, and at all times during the term of this Agreement, the Employee shall have powers and
duties at least commensurate with his position as Senior Vice President of OEM Sales of Avocent Corporation.
2. TERM OF EMPLOYMENT.
2.1 DEFINITIONS. For purposes of this Agreement the following terms shall have the