SUMMARY OF AVOCENT CORPORATION 2005 EXECUTIVE BONUS PLAN
 
Plan Background.
 
     The Avocent Corporation 2005 Executive Bonus Plan (the "Plan") 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) annual bonus based on the achievement of
certain financial targets for the Company and performance goals established for
the Company and for the executive officer, and (iii) stock-based benefit plans
that are designed to strengthen the mutuality of interests between the executive
officer and the Company's stockholders. The 2005 Executive Bonus Plan is
designed to meet the second of these three elements, and bonuses to be awarded
under the Plan by the Compensation Committee are based on objective and
subjective standards. In awarding executive bonuses, the Compensation Committee
considers the Company's success in achieving specific financial goals and
objectives, including earnings growth, and each executive's success in achieving
certain individual goals and objectives. The Compensation Committee has the
authority to award additional bonuses based on its evaluation of an executive's
performance during a year.
 
Plan Summary.
 
     The Plan is designed to reward executives on a graduated scale for
annual performance by the Company that is above and beyond reasonable or normal
performance, and the maximum award under the Plan is 95% of base pay for the
CEO, 85% of base pay for senior executives, and 45% of base pay for other
designated executives. The Plan generally consists of three components--a
financial component based on the achievement of specified levels of reported
earnings per share (calculated after any bonuses payable are deducted and after
certain adjustments for dilution attributable to acquisitions), a component
weighted equally between the achievement of specified corporate-wide goals
applicable to all executives and specified individual goals tailored to the
individual executive, and for all executives other than the CEO, a discretionary
component based on the CEO's recommendation to the Compensation Committee. The
Plan includes a threshold for EPS growth that must be met before any bonus under
the Plan can be paid.
 
Corporate and Individual Objectives.
 
     The specific Company-wide and individual goals and objectives will be
communicated to each eligible executive and represent target levels or other
achievements with respect to specific quantitative or qualitative performance
related factors, or factors or criteria involving confidential commercial or
business information, the disclosure of which would have an adverse effect on
the Company.
 

 

 

SUMMARY OF AVOCENT CORPORATION 2004 EXECUTIVE BONUS PLAN
 
Plan Background.
 
     The Avocent Corporation 2004 Executive Bonus Plan (the "Plan") 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) annual bonus based on the achievement of
certain financial targets for the Company and performance goals established for
the Company and for the executive officer, and (iii) stock-based benefit plans
that are designed to strengthen the mutuality of interests between the executive
officer and the Company's stockholders. The 2004 Executive Bonus Plan is
designed to meet the second of these three elements, and bonuses to be awarded
under the Plan by the Compensation Committee are based on objective and
subjective standards. In awarding executive bonuses, the Compensation Committee
considers the Company's success in achieving specific financial goals and
objectives, including earnings growth, and each executive's success in achieving
certain individual goals and objectives. The Compensation Committee has the
authority to award additional bonuses based on its evaluation of an executive's
performance during a year.
 
Plan Summary.
 
     The Plan is designed to reward executives on a graduated scale for
annual performance by the Company that is above and beyond reasonable or normal
performance, and the maximum award under the Plan is 95% of base pay for the
CEO, 85% of base pay for senior executives, and 45% of base pay for other
designated executives. The Plan generally consists of three components--a
financial component based on the achievement of specified levels of reported
earnings per share (calculated after any bonuses payable are deducted and after
certain adjustments for dilution attributable to acquisitions), a component
weighted equally between the achievement of specified corporate-wide goals
applicable to all executives and specified individual goals tailored to the
individual executive, and for all executives other than the CEO, a discretionary
component based on the CEO's recommendation to the Compensation Committee. The
Plan includes a threshold for EPS growth that must be met before any bonus under
the Plan can be paid.
 
Corporate and Individual Objectives.
 
     The specific Company-wide and individual goals and objectives have been
communicated to each eligible executive and represent target levels or other
achievements with respect to specific quantitative or qualitative performance
related factors, or factors or criteria involving confidential commercial or
business information, the disclosure of which would have an adverse effect on
the Company.