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BLACK BOX
CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
2008 LONG-TERM INCENTIVE PLAN
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Number of Restricted Stock Units
subject to this Restricted Stock Unit Agreement:
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Vesting Dates (as defined
below): one-third (1/3) of the
number of RSUs (as defined below) for shares of the common stock,
$.001 par value (“Common Stock”) of Black Box
Corporation (the “Company”) 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 the Company has granted to you the number
of Restricted Stock Units (as defined in the Plan) set forth above
(the “RSUs”). 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) No
RSUs will vest 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”), and subject to Section 4 below,
33 1/3% of the RSUs will vest. You will become entitled to one
(1) share of Common Stock for each RSU that vests under this
Award. The number of shares of Common Stock issuable upon vesting
of RSUs under this RSU Agreement will be adjusted as set forth in
the Plan.
(b) Except
as otherwise provided herein, the shares of Common Stock to which
you become entitled upon vesting of RSUs 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), subject to your satisfaction of all
applicable income and employment tax withholding. Notwithstanding
the foregoing or any provision of this RSU Agreement or the Plan to
the contrary, the delivery of any shares of Common Stock upon
vesting of any RSUs 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 Internal Revenue Code of
1986, as amended.
Strictly
Private and Confidential
(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 RSUs 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
RSUs 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
Co
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