DIGI INTERNATIONAL INC
S-8, EX-24.1, 2001-01-08
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1

                                                                    EXHIBIT 24.1


                             DIGI INTERNATIONAL INC.

                                Power of Attorney
                           of Director and/or Officer


         The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Joseph T.
Dunsmore and Subramanian Krishnan, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Non-Officer Stock
Option Plan, as amended, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

         IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 10th day of October, 2000.



                                       /s/ Robert S. Moe
                                       -----------------------------------------
                                       Robert S. Moe





<PAGE>   2

                             DIGI INTERNATIONAL INC.

                                Power of Attorney
                           of Director and/or Officer


         The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Joseph T.
Dunsmore and Subramanian Krishnan, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Non-Officer Stock
Option Plan, as amended, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

         IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 10th day of October, 2000.



                                       /s/ Kenneth E. Millard
                                       -----------------------------------------
                                       Kenneth E. Millard




<PAGE>   3

                             DIGI INTERNATIONAL INC.

                                Power of Attorney
                           of Director and/or Officer


         The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Joseph T.
Dunsmore and Subramanian Krishnan, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Non-Officer Stock
Option Plan, as amended, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

         IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 10th day of October, 2000.



                                       /s/ David Stanley
                                       -----------------------------------------
                                       David Stanley




<PAGE>   4

                             DIGI INTERNATIONAL INC.

                                Power of Attorney
                           of Director and/or Officer


         The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Joseph T.
Dunsmore and Subramanian Krishnan, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Non-Officer Stock
Option Plan, as amended, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

         IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 10th day of October, 2000.



                                       /s/ Richard E. Eichhorn
                                       -----------------------------------------
                                       Richard E. Eichhorn




<PAGE>   5

                             DIGI INTERNATIONAL INC.

                                Power of Attorney
                           of Director and/or Officer


         The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Joseph T.
Dunsmore and Subramanian Krishnan, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Non-Officer Stock
Option Plan, as amended, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

         IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 10th day of October, 2000.



                                       /s/ Mykola Moroz
                                       -----------------------------------------
                                       Mykola Moroz





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