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,
• 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.