Avocent Corp Sample Contracts

Avocent Corp – Avocent Reports Third Quarter 2009 Results (October 21st, 2009)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--October 21, 2009--Avocent Corporation (NASDAQ:AVCT) today reported results for the third quarter and nine months ended September 30, 2009. The Company reported net sales of $137.6 million for the third quarter of 2009, compared to $128.6 million for the second quarter of 2009. Operational earnings per diluted share was $0.45 compared to $0.32 in the second quarter of 2009 while GAAP net income per diluted share was $0.16 compared to a net loss of $0.08 in the second quarter of 2009. (See “Use of Non-GAAP Financial Measures” discussion below.)

Avocent Corp – 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”).

Avocent Corp – EMERSON TO ACQUIRE AVOCENT CORPORATION Agreement Broadens Network Power’s Data Center Management Capabilities (October 7th, 2009)

Headquartered in Huntsville, Alabama, Avocent recorded sales in 2008 of $657 million. With global manufacturing, research and development and sales operations, nearly 50 percent of Avocent’s 2008 revenues came from outside the United States.

Avocent Corp – Avocent Corporation Reports Second Quarter 2009 Results (July 23rd, 2009)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--July 23, 2009--Avocent Corporation (NASDAQ:AVCT) today reported results for the second quarter ended June 30, 2009. Net sales totaled $128.6 million in the second quarter of 2009 compared with $126.1 million in the first quarter of 2009 and $159.2 million in the second quarter of 2008.

Avocent Corp – SUMMARY OF AVOCENT CORPORATION 2009 EXECUTIVE CASH BONUS PROGRAM (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 o

Avocent Corp – Avocent Corporation Reports First Quarter 2009 Results (April 23rd, 2009)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--April 23, 2009--Avocent Corporation (NASDAQ: AVCT) today reported results for the first quarter ended March 31, 2009. Net sales declined 11% to $126.1 million in the first quarter of 2009 compared with $141.4 million for the first quarter of 2008.

Avocent Corp – 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 Corp – 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 Corp – 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.”

Avocent Corp – 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 Corp – Avocent Reports Record Fourth Quarter and Full Year 2008 Revenue Led by LANDesk’s 31% Revenue Growth and 21% Operating Margin (January 28th, 2009)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--January 28, 2009--Avocent Corporation (NASDAQ: AVCT) today reported record revenues for both the fourth quarter and year ended December 31, 2008. Net sales rose 12% to a fourth quarter record of $173.5 million compared with $155.4 million in the fourth quarter of 2007. Net sales for 2008 increased 9% to a record $657.1 million from $600.9 million in 2007.

Avocent Corp – Avocent Reports 13% Revenue Growth to Record $183 Million for Third Quarter of 2008 Led by LANDesk’s 45% Revenue Growth and 18% Operating Margin (October 21st, 2008)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--October 21, 2008--Avocent Corporation (NASDAQ: AVCT) today reported record revenue and operating income for the third quarter of 2008. Revenue increased 13% to $183 million compared with revenue of $162.1 million in the third quarter of 2007. Avocent also reported record operating income for the third quarter as a result of higher sales and increased gross profit.

Avocent Corp – 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”).

Avocent Corp – 2008 INDUCEMENT EQUITY INCENTIVE PLAN (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.

Avocent Corp – Avocent Reports Record Second Quarter Revenue of $159.2 Million and Provides Third Quarter Outlook (July 17th, 2008)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--Avocent Corporation (NASDAQ:AVCT) today reported record second quarter revenue of $159.2 million, an increase of 6% compared with the second quarter of 2007.

Avocent Corp – 2008 INDUCEMENT EQUITY INCENTIVE PLAN (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 co

Avocent Corp – Avocent Reports Record First Quarter Revenue of $141.4 Million Led by LANDesk 22% Revenue Growth and 33% Bookings Growth (April 16th, 2008)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--Avocent Corporation (NASDAQ: AVCT) today reported an increase in sales and net income per share for the first quarter ended March 28, 2008, compared with the first quarter of 2007. Net sales on a GAAP basis for the first quarter increased 6.2% to $141.4 million.

Avocent Corp – AVOCENT CORPORATION COMMENTS BY MANAGEMENT ON FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 28, 2008 AND EXPECTATIONS FOR THE SECOND QUARTER OF 2008 (April 16th, 2008)

Concurrently with the filing of these comments, Avocent Corporation has issued a press release containing financial information for the first quarter ended March 28, 2008. The following commentary should be read in conjunction with that press release, including its financial tables and disclosure regarding the use of non-GAAP financial measures and their reconciliation to GAAP.

Avocent Corp – SUMMARY OF AVOCENT CORPORATION 2008 EXECUTIVE CASH BONUS PROGRAM (February 25th, 2008)

EXHIBIT 99.7 SUMMARY OF AVOCENT CORPORATION 2008 EXECUTIVE CASH BONUS PROGRAM Program Background The Avocent Corporation 2008 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)

Avocent Corp – 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. Cooper’s 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.

Avocent Corp – 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”).

Avocent Corp – Avocent Announces Fourth Quarter and Year-End Results (January 24th, 2008)

HUNTSVILLE, Ala.--(BUSINESS WIRE)--Avocent Corporation (NASDAQ: AVCT) today reported its results for the fourth quarter and year ended December 31, 2007. GAAP net sales for the fourth quarter were $155.4 million compared with $164.9 million in the fourth quarter of 2006. GAAP net sales for 2007 increased to $600.9 million from $519.2 million in 2006.

Avocent Corp – AVOCENT CORPORATION COMMENTS BY MANAGEMENT ON FINANCIAL RESULTS FOR THE QUARTER ENDED DECEMBER 31, 2007 AND EXPECTATIONS FOR THE FIRST QUARTER OF 2008 (January 24th, 2008)

Concurrently with the filing of these comments, Avocent Corporation has issued a press release containing financial information for the fourth quarter ended December 31, 2007. The following commentary should be read in conjunction with that press release, including its financial tables and disclosure regarding the use of non-GAAP financial measures and their reconciliation to GAAP.

Avocent Corp – SUMMARY OF AVOCENT CORPORATION 2007 EXECUTIVE BONUS PROGRAM (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 compensati

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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”).

Avocent Corp – 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 Corp – 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 Avocent’s common stock, par value $0.001 per share (“Common Stock”).