EMPLOYMENT AND NONCOMPETITION AGREEMENT
THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made and
entered into as of March 4, 2002, by and among Cybex Computer Products Corporation (dba Avocent-
Huntsville), an Alabama corporation (“Cybex” or “Employer”), Avocent Corporation, a Delaware corporation,
and John R. Cooper (the “Employee”).
WHEREAS, Avocent Corporation and its affiliates (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 institutions ; and
WHEREAS, Avocent and Employer desire to employ Employee as President and Chief Executive
Officer and Employee is willing to accept such employment on the terms and subject to the conditions set forth in
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 President and Chief Executive Officer. 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 President and Chief Executive Officer. The Employee shall report only to the Board of Directors of
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 President and Chief Executive Officer of Avocent Corporation.
2. TERM OF EMPLOYMENT.
2.1 DEFINITIONS. For purposes of this Agreement the following terms shall have the
(a) “TERMINATION FOR CAUSE” shall mean termination by the Employer of
the Employee’s employment by the Employer by reason of the Employee’s willful dishonesty towards, fraud
upon, or deliberate injury or attempted injury to, the Employer or Avocent or by reason of the Employee’s