Common use of SEVERANCE COMPENSATION IN THE EVENT Clause in Contracts

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 his 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

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 his 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any AHC or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROL. In the event of the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his 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 Controltermination of this Agreement, 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 '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 '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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s 's election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Cybex or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s 's rights under such plans for a period of twelve (12) 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such Termination Upon plans of Employer or Avocent in which the Employee is a Change in Control (even if Employee elects to receive participant, including any such perquisites, shall cease upon employment by a lump sum severance payment)new employer.

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 his 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any ARC or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROL. In the event of a Termination Upon a Change in Control. In the event Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) ), for a period the greater of the remaining portion of the Initial Term or twelve (12) months from the date of such Termination Upon termination provided, however, that if Employee is employed by a Change in Controlnew employer during such period, on the dates specified in Section 3.1, and the severance compensation payable to Employee shall also during such period will be paid an amount equal to the average annual bonus earned reduced by the amount of compensation that Employee as an employee of Avocent Corporation and its affiliates and predecessors in actually receives from the two (2) years immediately preceding new employer. However, Employee is under no obligation to mitigate the date of terminationamount owed Employee pursuant to this Section by seeking other employment or otherwise. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee’s 's sole discretion, by delivery of a notice to the Employer Corporation within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer Compensation a lump sum severance payment by bank cashier’s '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 4.1Section. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the an accelerated vesting of any awards granted to the Employee under any Avocent the Corporation's Stock Option Plan to the extent provided in the stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and acceleratedoption agreement entered into at the time of grant. The Employee shall be provided with medical plan continue to accrue retirement benefits and shall continue to enjoy any benefits under any health plans of Avocent or Employer the Corporation in which the Employee is a participant to the full extent of the Employee’s 's rights under such plans, including any perquisites provided under this Agreement, though the remaining term of this Agreement; provided, however, that the benefits under any such plans for of the Corporation in which Employee is a period of twelve (12) months from the date of participant, including any such Termination Upon perquisites, shall cease upon re-employment by a Change in Control (even if Employee elects to receive a lump sum severance payment)new employer.

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 his 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any ATC or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROL. In the event of the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of twelve eighteen (1218) months from the date of such Termination Upon a Change in Controltermination of this Agreement, 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 '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 '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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s 's election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Cybex or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s 's rights under such plans for a period of twelve (12) 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such Termination Upon plans of Employer or Avocent in which the Employee is a Change in Control (even if Employee elects to receive participant, including any such perquisites, shall cease upon employment by a lump sum severance payment)new employer.

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROLOTHER THAN FOR CAUSE. In the event of the Employee's employment is terminated in a Termination Upon a Change in ControlOther Than for Cause, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of twelve eighteen (1218) months from the date of such Termination Upon a Change in Controltermination, on the dates specified in Section 3.1, and the Employee shall also be paid an amount equal to fifty percent (50%) of 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 4.2 to the contrary, the Employee may in the Employee’s 's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in ControlOther Than for Cause, elect to receive from the Employer a lump sum severance payment by bank cashier’s '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 4.14.2. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of on 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s 's election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Cybex or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

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 his Base Salary (at the rate payable at the time of such termination) for a period of twelve eighteen (1218) 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve eighteen (1218) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

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 his Base Salary (at the rate payable at the time of such termination) for a period of twelve twenty-four (1224) 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve twenty-four (1224) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROL. In the event of the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of twelve eighteen (1218) months from the date of such Termination Upon a Change in Controltermination of this Agreement, on the dates specified in Section 3.1, and the Employee shall also be paid an amount equal to fifty percent (50%) of 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. ; provided, however, that in the event the Employee votes his shares of common stock of Avocent Corporation in favor of the Change in Control, the term "eighteen (18) months" in this sentence shall be deemed amended to be "nine (9) months." Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee’s '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 '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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s 's election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Cybex or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s 's rights under such plans for a period of twelve (12) 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such Termination Upon plans of Employer or Avocent in which the Employee is a Change in Control (even if Employee elects to receive participant, including any such perquisites, shall cease upon employment by a lump sum severance payment)new employer.

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROL. In the event of a Termination Upon a Change in Control, and contingent on Employee’s Release becoming effective by the Release Deadline, the Employee shall be entitled to the severance payments and benefits in this Section 4.1. The Employee shall be paid as severance compensation a lump sum amount equal to two (2) times his annual Base Salary (calculated 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 3.1Severance Payment Date, and on the Severance Payment Date, the Employee shall also be paid an a lump sum amount equal to the average annual bonus earned by the Employee as an employee of Employer and 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; provided, the Employee may however, that 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. Such present value shall be determined as of event the date of delivery termination is prior to the determination of the notice of election by the Employee’s annual Bonus for calendar year 2009, Employee and shall be based on a discount rate paid an amount equal to his targeted bonus for 2009 in lieu of his average annual bonus over the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s electionprior two years. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans then-outstanding Equity Awards deemed and treated as fully earned and accelerated. The Employee , and all such shares under any such Equity Awards shall be provided with medical delivered to Employee on the Severance Payment Date. If Employee timely elects continuation of Employee’s medical, dental and vision coverage under a group health plan benefits under any health plans of Avocent or Employer in which the Employee is a participant pursuant to the full extent Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the Employee’s rights time period prescribed pursuant to COBRA, Employer shall provide such continuation coverage under such plans for a period of twelve eighteen (1218) months from the date of such Termination Upon a Change in Control (even if Employee elects at no cost to receive a lump sum severance payment)Employee.

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROL. In the event of the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his 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 Controltermination of this Agreement, 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 '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 '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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s 's election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any Apex or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or the Employer in which the Employee is a participant to the full extent of the Employee’s 's rights under such plans for a period of twelve (12) 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such Termination Upon plans of Employer or Avocent in which the Employee is a Change in Control (even if Employee elects to receive participant, including any such perquisites, shall cease upon employment by a lump sum severance payment)new employer.

SEVERANCE COMPENSATION IN THE EVENT. OF A TERMINATION UPON A CHANGE IN CONTROLCONTROL OR OTHER THAN FOR CAUSE. In the event of the Employee's employment is terminated in a Termination Upon a Change in ControlControl or Other Than For Cause, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) ), for a period of twelve (12) 24 months from the date of such Termination Upon a Change in Control, termination of this Agreement 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 's sole discretion, by delivery of a notice to the Employer Company within thirty (30) days following a Termination Upon a Change in ControlControl or Other Than for Cause, elect to receive from the Employer Company a lump sum severance payment by bank cashier’s '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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation the Company shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer Company of the Employee’s 's election. In addition to the severance payment payable under this Section 4.1, the Employee shall be paid an amount equal to the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. The Employee shall also be entitled to have the an accelerated vesting of any awards granted to the Employee under any Avocent stock option, restricted stock, performance share, or other equity plans deemed and treated as fully earned and acceleratedthe Company's 1994 Stock Incentive Plan. The Employee shall be provided with medical plan continue to accrue retirement benefits and shall continue to enjoy any benefits under any health plans of Avocent or Employer the Company in which the Employee is a participant to the full extent of the Employee’s 's rights under such plans for a plans, including any perquisites provided under this Agreement, through the period of twelve (12) months from payment of severance compensation under this Agreement; provided, however, that the date benefits under any such plans of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).the Company in

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 his Base Salary (at the rate payable at the time of such termination) for a period of twelve twenty-four (1224) 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any AHC or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve twenty-four (1224) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).

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 his Base Salary (at the rate payable at the time of such termination) for a period of twelve eighteen (1218) 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. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any AHC or Avocent stock option, restricted stock, performance share, or other equity option plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve eighteen (1218) months from the date of such Termination Upon a Change in Control (even if Employee elects to receive a lump sum severance payment).