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BLACK BOX
CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
2008 LONG-TERM INCENTIVE PLAN
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Number of shares of
Common Stock (as defined below)
subject to this Option Agreement:
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Vesting Dates (as defined
below): one-third (1/3) of the
number of Option Shares (as defined below) shall vest on the first
one-year anniversary of the Grant Date (as defined below) and on
each of the two (2) subsequent one-year anniversaries of the Grant
Date.
Pursuant to the Black Box
Corporation 2008 Long-Term Incentive Plan (the “Plan”),
the Compensation Committee of the Board of Directors (the
“Board”) of Black Box Corporation (the
“Company”) has granted to you a Nonqualified Stock
Option (as defined in the Plan) to purchase the number of shares of
the Company’s common stock, $.001 par value (“Common
Stock”), set forth above (the “Option”). Such
number of shares (as such may be adjusted as described in
Section 9 below or pursuant to the terms of the Plan) is
herein referred to as the “Option Shares.” This Option
is not an “incentive stock option” as defined in
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), and may not be treated as such for tax
purposes by you or the Company. Additional terms and conditions of
this Option are set forth below.
1.
Date of Grant . This Option was granted to you on [month,
day, year] (the “Grant Date”).
2.
Termination of Option . Your right to exercise this Option
(and to purchase the Option Shares) shall expire and terminate in
all events on the earlier of (i) the date which is ten
(10) years from the Grant Date (the “Expiration
Date”) or (ii) the date determined in accordance with
Section 8 below in the event you cease to be employed by the
Company or any parent, subsidiary or affiliate of the Company (such
entities hereinafter referred to as the “BB
Group”).
3.
Option Price . The purchase price to be paid upon the
exercise of this Option or any part of it will be $[exercise price]
per Option Share (the “Option Price”).
4.
Vesting Provisions - Entitlement to Exercise the Option and
Purchase Option Shares . You may not exercise this Option in
whole or in part prior to the first one-year anniversary of the
Grant Date. On such date and on each of the two (2) succeeding
one-year anniversaries of that date (each date being referred to as
a “Vesting Date”), you shall become entitled to
exercise this Option with respect to 33 1/3% of the Option Shares.
Notwithstanding the foregoing, you shall become entitled to
exercise this Option as to all Option Shares, to the extent that
you did not theretofore do so, upon your death or
“disability” (as described in Section 22(e)(3) of
the Code) or in the event of a change-in-control (as defined in the
Plan).
Strictly
Private and Confidential
5.
Additional Provisions Relating to Exercise .
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(a)
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Once you become
entitled to exercise this Option or any part of it (and purchase
Option Shares) as provided in Section 4 hereof, that right
will continue until the date on which this Option expires or is
terminated pursuant to Section 2 hereof.
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(b)
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The Committee (as
defined in the Plan) may amend, modify or terminate this Option in
accordance with the terms and conditions of the Plan.
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6.
Exercise of Option . To exercise the Option, you must
deliver a completed copy of the attached Option Exercise Form
(Exhibit A hereto) to the address indicated on the Form,
specifying the number of Option Shares being purchased as a result
of such exercise, together with payment of the full Option Price
for the Option Shares being purchased as a result of such exercise.
Payment of the Option Price must be made in cash (including
broker-assisted cashless exercise as specified in the Option
Exercise Form), by certified check or by delivery of that number of
shares of previously-owned Common Stock having a fair market value
equal to the exercise price applicable to that portion of the
Option being exercised by the delivery of such shares. You must
also pay any withholding taxes resulting from exercise of the
Option before a stock certificate will be issued to you. You must
deliver the properly-completed Option Exercise Form along with the
appropriate payment due in order to exercise this
Option.
7.
Transferability of Option . This Option may not
be
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