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BLACK BOX
CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
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): all of the 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 Grant Date (as defined
below).
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) All
of the RSUs vested on the Grant Date (the “Vesting
Date”). You became entitled to one (1) share of Common
Stock for each RSU that vested 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 any
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 below) to the extent
required by Section 409A (“Section 409A”) of
the Internal Revenue Code of 1986, as amended (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.
Strictly
Private and Confidential
3.
Taxes . You acknowledge that you are responsible for any and
all amounts recognized for federal, state or local tax purposes on
account of the vesting of RSUs and/or issuance of the shares of
Common Stock to you. 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 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 RSU Agreement
until such payment has been made or arrangements for such
payment
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