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BLACK BOX CORPORATION RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS 2008 LONG-TERM INCENTIVE PLAN

Restricted Stock Units Agreement

BLACK BOX CORPORATION RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS 2008 LONG-TERM INCENTIVE PLAN | Document Parties: BLACK BOX CORPORATION You are currently viewing:
This Restricted Stock Units Agreement involves

BLACK BOX CORPORATION

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Title: BLACK BOX CORPORATION RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS 2008 LONG-TERM INCENTIVE PLAN
Date: 8/6/2009
Industry: Computer Networks     Sector: Technology

BLACK BOX CORPORATION RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS 2008 LONG-TERM INCENTIVE PLAN, Parties: black box corporation
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Exhibit 10.4

BLACK BOX CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
2008 LONG-TERM INCENTIVE PLAN

 

 

 

 

Non-Employee Director:

 

 

 

 

 

 

 

 

Number of Restricted Stock Units
subject to this Restricted Stock Unit Agreement:

 

 

 

 

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

REV: 6/2009

 


 

          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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