BLACK BOX
CORPORATION
PERFORMANCE SHARE AWARD AGREEMENT
2008 LONG-TERM INCENTIVE PLAN
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Number of Performance Shares (as defined
below)
subject to this Performance Share Award Agreement:
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Pursuant to the Black Box
Corporation 2008 Long-Term Incentive Plan (the “Plan”),
the Compensation Committee (the “Compensation
Committee”) of the Board of Directors (the
“Board”) of Black Box Corporation (the
“Company”) has granted to you the number of Performance
Shares set forth above. A “Performance Share” is a
“Performance Grant” as defined in the Plan that
represents a contingent right to receive common stock, $.001 par
value (“Common Stock”) of the Company, as described
more fully herein, to the extent that such Performance Shares are
earned and become payable pursuant to the terms of this Performance
Share Award Agreement (this “Agreement”) as set forth
in Exhibit I hereto. Performance Shares as initially awarded
have no independent economic value, but rather are mere units of
measurement used for the purpose of calculating the value of
benefits, if any, to be paid under this Agreement. Additional terms
and conditions of this Award (as defined in the Plan) are set forth
below.
1.
Date of Grant . This Award was granted to you on [month,
day, year] (the “Grant Date”).
2.
Vesting Provisions - Entitlement to Shares .
(a) Exhibit I
attached hereto sets forth the performance conditions (the
“Performance Conditions”) and other criteria for
determining whether and to what extent the Performance Shares will
vest and result in your entitlement to shares of Common Stock under
this Award. The number of shares of Common Stock issuable upon
vesting of the Performance Shares under this Agreement is
determined as set forth on Exhibit I, and such number of
shares of Common Stock will be adjusted as set forth in the Plan.
The date on which the Committee (as defined in the Plan) certifies
in writing whether and to what extent the applicable Performance
Conditions and any other material terms of this Award have been
achieved, and the number of shares of Common Stock, if any, to be
issued is the “Vesting Date.” For purposes of this
provision, and for so long as the Internal Revenue Code of 1986, as
amended (the “Code”), permits, the approved minutes of
a meeting of the Committee in which the certification is made may
be treated as written certification. No shares of Common Stock will
be issued if the Performance Conditions have not been
met.
Strictly
Private and Confidential
(b) Except
as otherwise provided herein, the shares of Common Stock to which
you become entitled upon vesting of Performance Shares will be
issued to you on the Vesting Date (or as soon as reasonably
practicable thereafter, but in no event later than the 15th day of
the third month following the Vesting Date, and in no event later
than December 31 of the year in which the Performance Period
ends), subject to your satisfaction of all applicable income and
employment tax withholding. Notwithstanding the foregoing or any
provision of this Agreement or the Plan to the contrary, the
delivery of any shares of Common Stock upon vesting of any
Performance Shares shall be delayed until six (6) months after
your Separation from Service (as defined in the Plan) to the extent
required by Section 409A (“Section 409A”) of
the Code.
(c) You
will not have any stockholder rights, including, but not limited
to, voting rights or dividend rights, with respect to the shares of
Common Stock subject to this Award until you become the record
holder of the shares of Common Stock following their actual
issuance to you.
3.
Taxes and Withholding . You acknowledge that any amounts
recognized for federal, state or local tax purposes, including
payroll taxes, on account of the vesting of Performance Shares
and/or issuance of the shares of Common Stock to you shall be
subject to tax withholding by the Company or any parent, subsidiary
or affiliate of the Company by whom you are employed (such entities
hereinafter referred to as the “BB Group”). Your
minimum statutory tax withholding obligations, if any, on account
of the vesting of Performance Shares and/or issuance of shares of
Common Stock will be satisfied by the Company withholding from the
shares of Common Stock to be issued to you a sufficient number of
whole shares of Common Stock distributable in connection with this
Award equal to the applicable minimum statutory tax withholding
obligation. Notwithstanding any provision herein to the contrary,
in the event that this Award becomes subject to taxes under the
Federal Insurance Contributions Act (“FICA”) or similar
taxes before the shares of Common Stock under the Award would
otherwise be issued, the Company shall issue to you a sufficient
number of whole shares of Common Stock under this Award that does
not exceed the applicable minimum statutory tax withholding
obligation with respect to such FICA taxes and any federal, state
or local income taxes that may apply as a result of such
accelerated issuance of shares of Common Stock and the Company
shall withhold such shares of Common Stock to satisfy such FICA and
any related income tax liability; provided, however, that any such
accelerated issuance of shares of Common Stock shall be made only
to the extent permitted under Treas. Reg. §
1.409A-3(j)(4)(vi). In the event that you do not make tax payments
when required, the Company may refuse to issue or cause to be
delivered any shares of Common Stock under this Agreement until
such payment has been made or arrangements for such payment
satisfactory to the Company have been made. In connection with the
foregoing, the number of whole shares of Common Stock that are to
be withheld shall not exceed the amount of the minimum statutory
tax withholding obligations and any shortfall in the amount
required to be withheld shall be paid by check by you or shall be
withheld from your pay. In determining the amount of taxes owed
upon vesting and/or delivery of shares of Common Stock under this
Award and the number of shares to be withheld, the Company
shall
Strictly
Private and Confidential
2
utilize the “Fair
Market Value” of the shares of Common Stock as defined in the
Plan except that, if the shares of Common Stock are listed on any
established stock exchange, system or market, the Fair Market Value
as of any given date of determination shall be the closing market
price of the shares of Common Stock as quoted in such exchange,
system or market on the closest preceding date, to such date of
determination, on which the shares of Common Stock were
traded.
4.
Restriction on Transfer and Forfeiture of Unvested Performance
Shares .
(a) None
of the Performance Shares issued pursuant to this Agreement may be
assigned or transferred, hypothecated or encumbered, in whole or in
part, either directly or by operation of law or otherwise,
including, but not limited to, by execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner; provided,
however, the Committee may permit a transfer to a Permitted
Transferee (as defined in the Plan).
(b) Except
as set forth in this Section 4, effective on the date you
experience a Separation from Service other than as a result of your
death, “disability” (as defined in the Plan) or
retirement (at such age or upon such conditions as shall be
specified by the Board), including, but not limited to, as a result
of your voluntary termination or involuntary termination (with or
without cause), any unvested Performance Shares shall be
automatically null and void and shall be forfeited to the Company
at the time of your Separation from Service and without any further
obligation on the part of the Company.
(c) In
the event of a change-in-control (as defined in the Plan) prior to
the conclusion of the Performance Period (as defined on
Exhibit I), you will be entitled to receive, immediately prior
to the consummation of the change-in-control, one (1) share of
Common Stock for each Performance Share. In the event of a
change-in-control after the conclusion of the Performance Period
and prior to the issuance of any shares of Common Stock under this
Agreement, you will be entitled to receive, immediately prior to
the consummation of the change-in-control, the number of shares of
Common Stock determined in accordance with
Exhibit I.
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