Avocent

AGREEMENT AND PLAN OF MERGER Dated as of October 5, 2009 Among AVOCENT CORPORATION, EMERSON ELECTRIC CO. And GLOBE ACQUISITION CORPORATION (October 7th, 2009)

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of October 5, 2009, among AVOCENT CORPORATION, a Delaware corporation (the Company), EMERSON ELECTRIC CO., a Missouri corporation (Parent), and GLOBE ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Subsidiary).

Contract (July 2nd, 2009)

EXHIBIT 99.7 SUMMARY OF AVOCENT CORPORATION 2009 EXECUTIVE CASH BONUS PROGRAM Program Background The Avocent Corporation 2009 executive cash bonus program was adopted by the Compensation Committee of the Board of Directors of Avocent Corporation (the "Company") and is designed to attract and retain qualified key executives critical to the Company's growth and long-term success. The Company's Compensation Committee is comprised of three independent non-employee directors. From time to time, the Company engages independent compensation consultants to advise the Compensation Committee on compensation and benefit matters. It is the objective of the Company's Compensation Committee and the Board of Directors to have a portion of each executive's compensation contingent upon the Company's performance. Accordingly, each executive officer's compensation package is comprised of three elements: (i) annual base salary, (ii) annual cash bonus bas

Amended and Restated Employment and Noncompetition Agreement (February 27th, 2009)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of , 2008, by and among ., a corporation (the Employer), Avocent Corporation, a Delaware corporation, and (the Employee).

Avocent Corporation 2005 Equity Incentive Plan Amended Notice of Grant of Restricted Stock Units (February 27th, 2009)

WHEREAS, you have previously been granted Restricted Stock Units under the terms and conditions of one or more (i) Notices of Grant Award and Award Agreement (the Original Cover Page(s)) dated , (ii) Notices of Grant of Restricted Stock Units attached to such Original Cover Page(s) (the Original Notice(s) of Grant), and (iii) Restricted Stock Unit Agreement(s) attached as Exhibit A to such Original Notice(s) of Grant (the Original RSU Agreement(s));

Avocent Corporation Deferred Compensation Plan (February 27th, 2009)

Avocent Corporation, a Delaware corporation (the Company) on behalf of itself and Participating Affiliates, hereby establishes this Deferred Compensation Plan (the Plan), effective January 1, 2009, for the purpose of attracting high quality executives and promoting in its key executives and directors increased efficiency and an interest in the successful operation of the Company. The Plan is intended to, and shall be interpreted to, comply in all respects with Internal Revenue Code Section 409A and those provisions of the Employee Retirement Income Security Act of 1974, as amended, applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated employees.

Summary of Avocent Corporation 2009 Executive Cash Bonus Program (January 28th, 2009)

The Avocent Corporation 2009 executive cash bonus program was adopted by the Compensation Committee of the Board of Directors of Avocent Corporation (the "Company") and is designed to attract and retain qualified key executives critical to the Company's growth and long-term success. The Company's Compensation Committee is comprised of three independent non-employee directors. From time to time, the Company engages independent compensation consultants to advise the Compensation Committee on compensation and benefit matters.

Avocent Corporation Indemnification Agreement (August 6th, 2008)

This Indemnification Agreement (Agreement) is made as of , 2008 by and between Avocent Corporation, a Delaware corporation (the Company), and [insert name of indemnitee] (Indemnitee).

Contract (August 4th, 2008)

AVOCENT CORPORATION 2008 INDUCEMENT EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: -- to provide a material inducement for the best available employees to join the Company, and -- to promote the success of the Company's business. The Plan permits the grant of Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Deferred Stock Units and Dividend Equivalents as the Administrator may determine. 2. Definitions. As used herein, the following definitions will apply: (a) "Administrator" means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. fe

Contract (July 15th, 2008)

AVOCENT CORPORATION 2008 INDUCEMENT EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: o to provide a material inducement for the best available employees to join the Company, and o to promote the success of the Company's business. The Plan permits the grant of Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Deferred Stock Units and Dividend Equivalents as the Administrator may determine. 2. Definitions. As used herein, the following definitions will apply: (a) "Administrator" means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and st

Retirement and General Release Agreement (February 21st, 2008)

This Retirement and General Release Agreement (the Agreement) is entered into this 23rd day of January, 2008, by and among Avocent Huntsville Corp. (Employer), Avocent Corporation, and John R. Cooper (Mr. Cooper) to set forth the terms and conditions of the termination of Mr. Coopers employment with Avocent Huntsville Corp. and its affiliates, including without limitation Avocent Corporation. Avocent Huntsville Corp. and Avocent Corporation are collectively referred to as Employer in this Agreement.

Employment and Noncompetition Agreement (February 21st, 2008)

THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of January 2, 2008, by and among Avocent Huntsville Corp., an Alabama corporation (Employer), Avocent Corporation, a Delaware corporation, and Kay E. Kienast (the Employee).

Contract (May 2nd, 2007)

EXHIBIT 99.9 SUMMARY OF AVOCENT CORPORATION 2007 EXECUTIVE BONUS PROGRAM Program Background The Avocent Corporation 2007 executive bonus program was adopted by the Compensation Committee of the Board of Directors of Avocent Corporation (the "Company") and is designed to attract and retain qualified key executives critical to the Company's growth and long-term success. The Company's Compensation Committee is comprised of three independent non-employee directors. From time to time, the Company engages independent compensation consultants to advise the Compensation Committee on compensation and benefit matters. It is the objective of the Company's Compensation Committee and the Board of Directors to have a portion of each executive's compensation contingent upon the Company's performance as well as upon the individual's personal performance. Accordingly, each executive officer's compensation package is comprised of three elements: (i) annual base salary, (

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Redmond Corp., a Washington corporation ( Employer), Avocent Corporation, a Delaware corporation, and Samuel F. Saracino(the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Texas L.P., a Texas limited partnership (Employer), Avocent Corporation, a Delaware corporation, and C. David Perry(the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabama corporation (Employer), Avocent Corporation, a Delaware corporation, and Edward H. Blankenship (the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabama corporation ( Employer), Avocent Corporation, a Delaware corporation, and Christopher Thomas (the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabama corporation ( Employer), Avocent Corporation, a Delaware corporation, and Doyle C. Weeks (the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabama corporation ( Employer), Avocent Corporation, a Delaware corporation, and Stephen M. Daly(the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent International Ltd., an Irish corporation (Employer), Avocent Corporation, a Delaware corporation, and Kieran MacSweeney (the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabama corporation (Employer), Avocent Corporation, a Delaware corporation, and Eugene F. Mulligan (the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabama corporation ( Employer), Avocent Corporation, a Delaware corporation, and Douglas E. Pritchett (the Employee).

Amended and Restated Employment and Noncompetition Agreement (March 1st, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of December 13, 2006, by and among Avocent Huntsville Corp., an Alabama corporation (Employer), Avocent Corporation, a Delaware corporation, and John R. Cooper(the Employee).

Avocent Corporation Put Option Agreement (September 11th, 2006)

THIS PUT OPTION AGREEMENT is made and entered into this 7th day of September, 2006, by Avocent Corporation, a Delaware corporation (Avocent), and Zhuo Joe Wang (Mr. Wang) with respect to Avocents common stock, par value $0.001 per share (Common Stock).

Landesk Group Limited 2002 Stock Plan, as Amended and Restated (September 7th, 2006)

Credit Agreement (June 20th, 2006)

CREDIT AGREEMENT dated as of June 16, 2006 by and among AVOCENT CORPORATION, a Delaware corporation, the GUARANTORS party hereto, the LENDERS party hereto and REGIONS BANK, as the Administrative Agent.

Avocent Corporation 2005 Equity Incentive Plan (June 15th, 2006)

Contract (May 1st, 2006)

EXHIBIT 99.11 SUMMARY OF AVOCENT CORPORATION 2006 EXECUTIVE BONUS PROGRAM Program Background. The Avocent Corporation 2006 executive bonus program was adopted by the Compensation Committee of the Board of Directors of Avocent Corporation (the "Company") and is designed to attract and retain qualified key executives critical to the Company's growth and long-term success. The Company's Compensation Committee is comprised of three independent non-employee directors. From time to time, the Company engages independent compensation consultants to advise the Compensation Committee on compensation and benefit matters. It is the objective of the Company's Compensation Committee and the Board of Directors to have a portion of each executive's compensation contingent upon the Company's performance as well as upon the individual's personal performance. Accordingly, each executive officer's compensation package is comprised of three elements: (i) annual base salary, (ii) an

Contract (May 1st, 2006)

EXHIBIT 99.12 AVOCENT CORPORATION 2005 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant. Name: _______________________ You have been granted _________ Restricted Stock Units. Each such Unit is equivalent to one Share of Common Stock of the Company for purposes of determining the number of Shares subject to this award. None of the Restricted Stock Units will be issued (nor will you have the rights of a stockholder with respect to the underlying shares) until the vesting conditions described below are satisfied. Additional terms of this grant are as follows: Date of Grant ___________________, 2006 Expiration Date: ___________________, 2006 Vesting Schedule:

Contract (March 31st, 2006)

Exhibit 99.5 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is made and entered into as of January 26, 2006, among AVOCENT Corporation, a Delaware corporation ("Parent"), CEDAR CALIFORNIA ACQUISITION CORP., a California corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub"), CYCLADES CORPORATION, a California corporation (the "Company"), and Daniel Dalarossa and John Lima, as individuals (the "Principal Shareholders"). Parent, the Company, Merger Sub and the Principal Shareholders are sometimes referred to herein individually as a "Party" and collectively as the "Parties." (1) RECITALS WHEREAS, the respective Boards of Directors of Parent and the Company have determined that the Merger is in furtherance of and consistent with their respective long-term business strategies and is in the best interests of their respective shareholders; WHEREAS, the Board of Directors of the Company (i) has appr

Employment and Noncompetition Agreement (August 9th, 2005)

THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of July 19, 2005, by and among Avocent Huntsville Corp., an Alabama corporation (AHC or Employer), Avocent Corporation, a Delaware corporation, and Edward H. Blankenship (the Employee).

Employment and Noncompetition Agreement (August 9th, 2005)

THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of February 8, 2005, by and among Avocent Redmond Corp., an Washington corporation (ARC or Employer), Avocent Corporation, a Delaware corporation, and Eugene F. Mulligan (the Employee).

Employment and Noncompetition Agreement (August 9th, 2005)

THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of February 8, 2005, by and among Avocent Huntsville Corp., an Alabama corporation (AHC or Employer), Avocent Corporation, a Delaware corporation, and Dudley A. DeVore (the Employee).

Employment and Noncompetition Agreement (August 9th, 2005)

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).

Amended and Restated Employment and Noncompetition Agreement (August 9th, 2005)

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the Agreement) is made and entered into as of February 8, 2005, by and among Avocent Huntsville Corp., an Alabama corporation (AHC or Employer), Avocent Corporation, a Delaware corporation, and Stephen M. Daly (the Employee).

Contract (June 23rd, 2005)

EXHIBIT 99.11 AVOCENT CORPORATION 2005 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Equity Incentive Plan are: --------------------- o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Service Providers, and o to promote the success of the Company's business. Awards granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares, Performance Units, Deferred Stock Units or Dividend Equivalents, as determined by the Administrator at the time of grant. 2. Definitions. As used herein, the following definitions shall apply: ------------ (a) "Administrator" means the Board or any of its Committees as shall be a