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                                                                    EXHIBIT 10.6

                                    AGREEMENT

      This Agreement made as of this 11 day of May 2004 by and between BLACK BOX
CORPORATION, a Delaware corporation (the "Corporation"), and Fred Young an
executive of the Corporation (the "Executive").

                                   WITNESSETH:

      WHEREAS, the Board of Directors of the Corporation has determined that it
is in the best interests of the Corporation to enter into this Agreement with
the Executive; and

      WHEREAS, the Executive desires to obtain certain benefits in the event the
Executive's employment is terminated;

      NOW, THEREFORE, the parties hereto, each intending to be legally bound
hereby, agree as follows:

1.    Definition of Terms The following terms when used in this Agreement shall
      have the meaning hereafter set forth:

      (a)   "ANNUAL SALARY ADJUSTMENT PERCENTAGE" shall mean the mean average
            percentage increase in base salary for all executive officers of the
            Corporation during the two full calendar years immediately preceding
            the time to which such percentage is being applied; provided,
            however, that if after a Change-in-Control, as hereinafter defined,
            there should be a significant change in the number of executive
            officers of the Corporation or in the manner in which they are
            compensated, then the foregoing definition shall be changed by
            substituting for the phrase "executive officers of the Corporation"
            the phrase "persons then performing the functions formerly performed
            by the executive officers of the Corporation."

      (b)   "CAUSE FOR TERMINATION" shall mean:

            (i)   the deliberate and intentional failure by the Executive to
                  devote substantially the Executive's entire business time and
                  best efforts to the performance of the Executive's duties
                  (other than any such failure resulting from the Executive's
                  incapacity due to physical or mental illness or disability);

            or

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            (ii)  engaging by the Executive in gross misconduct materially and
                  demonstrably injurious to the Corporation;

            or

            (iii) the conviction of the Executive of, or the entry of a plea of
                  guilty or Nolo Contendre by the Executive to, a crime
                  involving an act of fraud or embezzlement against the
                  Corporation or the conviction of the Executive of, or the
                  entry of a plea of Nolo Contendre by the Executive to, any
                  felony involving moral turpitude;

            or

            (iv)  the Executive's material breach of Section 4 or Section 8
                  hereof which continues for ten (10) days after receiving
                  written notice thereof from the Corporation or the Executive's
                  willful failure to comply with instructions of the Board of
                  Directors of the Corporation provided that such instructions
                  would not give rise to Good Reason for Termination.

            For purposes of this definition, no act, or failure to act, on the
            Executive's part shall be considered "deliberate and intentional" or
            to constitute gross misconduct unless done, or omitted to be done,
            by the Executive not in good faith and without reasonable belief
            that the Executive's action or omission was in the best interests of
            the Corporation.

      (c)   "CHANGE-IN-CONTROL" shall mean a change in control of the
            Corporation of such a nature that it would be required to be
            reported by the Corporation in response to Item 6(e) of Schedule 14A
            of Regulation 14A promulgated under the Securities Exchange Act of
            1934, as in effect on the date hereof ("Exchange Act"); provided,
            however, that:

            (i)   without respect to the foregoing, such a change in control
                  shall be deemed to have occurred if any "person" (as such term
                  is used in sections 13(d) and 14(d)(2) of the Exchange Act) or
                  any "group" (as such term is defined in Rule 13d-5(b)
                  promulgated under the Exchange Act), is or becomes the
                  beneficial owner, directly or indirectly, of securities of the
                  Corporation representing twenty percent (20%) or more of the
                  combined voting power of the Corporation's then outstanding
                  securities coupled with or followed by the existence of a
                  majority of the board of directors of the Corporation
                  consisting of individuals other than individuals who

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                  either were directors of the Corporation at least one year
                  prior to or were nominated by those individuals who were
                  directors of the Corporation at least one year prior to such
                  person or group becoming a beneficial owner, directly or
                  indirectly, of securities of the Corporation representing 20%
                  or more of the combined voting power of the Corporation's then
                  outstanding securities;

            and

            (ii)  without respect to the foregoing, if the Corporation shall
                  sell all or substantially all of its assets or shall merge,
                  consolidate or reorganize with another company, then such a
                  change in control shall be deemed to have occurred if (x) upon
                  conclusion of the transaction less than fifty-one percent
                  (51%) of the outstanding securities entitled to vote generally
                  in the election of directors of the acquiring company or
                  resulting company are owned by persons who were the
                  stockholders of the Corporation generally prior to the
                  transaction and following the transaction a majority of the
                  board of directors of the acquiring company or resulting
                  company consists of individuals other than individuals who
                  either were directors of the Corporation at least one year
                  prior to such sale, merger, consolidation or reorganization or
                  (y) following the transaction a person or group (as described
                  in subclause (i) above) would be a beneficial owner, directly
                  or indirectly, of securities of the acquiring company or
                  resulting company representing 20% or more of the combined
                  voting power of the acquiring company's or resulting company's
                  then outstanding securities as described in subclause (i)
                  above and a majority of the board of directors of the
                  acquiring company or resulting company consists of individuals
                  other than individuals who either were directors of the
                  Corporation at least one year prior to such sale, merger,
                  consolidation or reorganization.

      (d)   "DATE OF TERMINATION" shall mean:

            (i)   if the Executive's employment is terminated for Disability,
                  the date that a Notice of Termination is given to the
                  Executive;

            (ii)  if the Executive's employment terminates due to the
                  Executive's death or Retirement, the date of death or
                  Retirement, respectively;

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            (iii) if the Executive decides to terminate employment upon Good
                  Reason for Termination, the date specified by the Executive in
                  a Notice of Termination; or

            (iv)  if the Executive's employment is terminated for any other
                  reason, the date on which a termination becomes effective
                  pursuant to a Notice of Termination or, if no Notice of
                  Termination is provided, the date that the Executive's
                  employment was terminated.

      (e)   "DISABILITY" shall mean such incapacity due to physical or mental
            illness or injury as causes the Executive to be unable to perform
            the Executive's duties with the Corporation during 90 consecutive
            days or 120 days during any six month period.

      (f)   "GOOD REASON FOR TERMINATION" shall mean the occurrence of:

            (i)   without the Executive's express written consent, following a
                  Change-in-Control the assignment to the Executive of any
                  duties materially and substantially inconsistent with the
                  Executive's positions, duties, responsibilities and status
                  immediately prior to a Change-in-Control, or a material change
                  in the Executive's reporting responsibilities, titles or
                  offices as in effect immediately prior to a Change-in-Control,
                  or any removal of the Executive from or any failure to
                  re-elect the Executive to any of such positions except in
                  connection with the termination of the Executive's employment
                  due to Cause for Termination, Disability or Retirement (as
                  hereinafter defined) or as a result of the Executive's death;

            (ii)  a reduction by the Corporation after a Change-in-Control in
                  the Executive's base salary as in effect immediately prior to
                  any Change-in-Control;

            (iii) a failure by the Corporation after a Change-in-Control to
                  continue to provide incentive compensation comparable to that
                  provided to the Executive immediately prior to any
                  Change-in-Control;

            (iv)  the failure by the Corporation after a Change-in-Control to
                  continue in effect any benefit or compensation plan, stock
                  option plan, pension plan, life insurance plan, health and
                  accident plan or disability plan in which the Executive is
                  participating immediately prior thereto (provided, however,
                  that there shall not be deemed to be any such failure if the
                  Corporation substitutes for the

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                  discontinued plan, a plan providing the Executive with
                  substantially similar benefits) or the taking of any action by
                  the Corporation which would adversely affect the Executive's
                  participation in or materially reduce the Executive's benefits
                  under any of such plans or deprive the Executive of any
                  material fringe benefit enjoyed by the Executive immediately
                  prior to a Change-in-Control;

            (v)   the failure of the Corporation to obtain the assumption of
                  this Agreement by any successor as contemplated in Section
                  10(c) hereof;

            (vi)  any purported termination of the employment of the Executive
                  by the Corporation following a Change-in-Control which is not
                  (A) due to the Executive's Disability, Retirement (as
                  hereinafter defined) or in accordance with Section 2 hereof,
                  or (B) effected pursuant to a Notice of Termination satisfying
                  the requirements of subsection 1(h) below; or

            (vii) the relocation of the Executive following a Change-in-Control
                  to a facility or a location more than 50 miles from the
                  Employee's then present location, without the Executive's
                  prior written consent.

            Notwithstanding the foregoing, Good Reason for Termination shall be
            deemed to exist during a period of thirty (30) days commencing on
            the date which is six (6) months after a Change in Control.

      (g)   "LTIP PLAN" shall mean an incentive compensation plan of the
            Corporation which would pay bonuses to the Executive based upon the
            achievement of specified goals during or at the end of an award
            period of more than one year (such as a three year incentive
            compensation plan).

      (h)   "NOTICE OF TERMINATION" shall mean a written statement which sets
            forth the specific reason for termination and, if such is claimed to
            be Cause for Termination or Good Reason for Termination, in
            reasonable detail the facts and circumstances thereof.

      (i)   "OPTIONS" shall mean any stock options issued pursuant to any
            present or future stock option plan of the Corporation.

      (j)   "RETIREMENT" shall mean a termination of the Executive's employment
            after age 65 or in accordance with any mandatory retirement
            arrangement with respect to an earlier age agreed to by the
            Executive.

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      (k)   "STOCK AWARD" shall mean any stock-based awards, other than Options,
            including any stock appreciation rights, restricted stock awards, or
            performance stock awards, issued pursuant to any present or future
            stock plan of the Corporation.

2.    Termination by the Corporation Due to Cause for Termination. Should the
      Board of Directors of the Corporation determine that Cause for Termination
      exists, the Board of Directors of the Corporation by resolution duly
      adopted may at that time or during a period of two months thereafter
      terminate the Executive's employment due to Cause for Termination by
      delivering a Notice of Termination. If the Board of Directors of the
      Corporation fails to duly adopt within such two month period a resolution
      terminating the Executive's employment, then the Corporation shall be
      deemed to have waived its right to terminate the Executive due to those
      circumstances which constituted the Cause for Termination previously found
      to exist by the Board.

3.    Payments Following Termination of Employment or a Change-in-Control.

      (a)   If during the term of this Agreement the Executive's employment with
            the Corporation shall be terminated:

            (i)   due to the Executive's death or Disability,

            (ii)  by the Executive other than the Executive's having terminated
                  for Good Reason for Termination, or

            (iii) by the Corporation in accordance with Section 2 hereof or in
                  accordance with Retirement,

            then, except as set forth in Section 7, the Corporation shall have
            no obligations hereunder to the Executive from and after the Date of
            Termination and the only obligations of the Corporation to the
            Executive shall be in accordance with any other employment agreement
            applicable to the Executive and the then various policies, practices
            and benefit plans of the Corporation.

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      (b)   If during the term of this Agreement a Change-in-Control shall have
            occurred and the Executive's employment shall have been terminated
            on or before the third anniversary of the date of the
            Change-in-Control other than under the circumstances above described
            in subsection 3(a) (for example, a termination by the Executive for
            Good Reason for Termination within the foregoing period following a
            Change-in-Control shall entitle the Executive to the payments set
            forth in this subsection), then the Corporation shall pay the
            Executive on or before the sixtieth (60th) day following the Date of
            Termination the following sums:

            (i)   in cash any unpaid portion of the Executive's full base salary
                  for the period from the last period for which the Executive
                  was paid to the Date of Termination; and

            (ii)  an amount in cash as liquidated damages for lost future
                  remuneration equal to the sum of

                  (A) the product obtained by multiplying:

                     (1)    the lesser of

                            (i) three (3.0), or

                            (ii) a number equal to the number of calendar months
                            remaining from the Date of Termination to the date
                            on which the Executive is 65 years of age (or, if
                            earlier, the age agreed to by the Executive pursuant
                            to any prior arrangement) divided by twelve,

                     times

                     (2)    the sum of

                            (i) the greater of

                                (x) the Executive's annual base salary for the
                                year in effect on the Date of Termination,

                                (y) in the case of termination by the Executive
                                for Good Reason for Termination, the Executive's
                                annual base salary in effect on the

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                                date immediately preceding the date of the
                                earliest event which gave rise to the
                                termination by the Executive for Good Reason for
                                Termination,

                                or

                                (z) the Executive's annual base salary for the
                                year in effect on the date of the
                                Change-in-Control,

                            plus

                            (ii) the greater of

                                (x) one third (1/3) of the aggregate cash
                                bonuses or awards (including any payments under
                                an LTIP Plan) received by the Executive as
                                incentive compensation or bonus during the three
                                calendar years immediately preceding the Date of
                                Termination

                                (y) in the case of termination by the Executive
                                for Good Reason for Termination, one third (1/3)
                                of the aggregate cash bonuses or awards
                                (including any payments under an LTIP Plan)
                                received by the Executive as incentive
                                compensation or bonus during the three calendar
                                years immediately preceding the date of the
                                earliest event which gave rise to the
                                termination by the Executive for Good Reason for
                                Termination,

                                or

                                (z) one third (1/3) of the aggregate cash
                                bonuses or awards (including any payments under
                                an LTIP Plan) received by the Executive as
                                incentive compensation or bonus for the three
                                calendar years immediately preceding the date of
                                the Change-in-Control,

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                  plus

                  (B) if the Executive immediately preceding the date of the
                  Change-in-Control is a participant in an LTIP Plan and the
                  award period has not been completed prior to the date of the
                  Change-in-Control, an amount equal to

                        (1) the total cash award or bonus which would have been
                        received by the Executive under such LTIP Plan assuming
                        that, in addition to any goals met on or before the date
                        of the Date of Termination, all goals that were to be
                        measured after the date of the Date of Termination were
                        achieved and the Executive remained in the employ of the
                        Corporation at all relevant times under the LTIP Plan,

                        less

                        (2) any portion of the cash award or bonus for that
                        award period previously paid to the Executive pursuant
                        to such LTIP Plan.

      (c)   If during the term of this Agreement and prior to a
            Change-in-Control occurring, the Executive's employment with the
            Corporation shall have been terminated (x) by the Corporation other
            than under the circumstances above described in subsection 3(a)(i)
            or 3(a)(iii) or (y) by the Executive following the Corporation's
            removal of the Executive from or failure to re-elect the Executive
            to the position of its chief executive officer or removal or
            diminution of the powers and status consistent with that position
            other than at a time when the Corporation could have terminated the
            Executive due to Cause for Termination, then the Corporation shall
            pay the Executive on or before the sixtieth (60th) day following the
            Date of Termination the following sums:

            (i)   in cash any unpaid portion of the Executive's full base salary
                  for the period from the last period for which the Executive
                  was paid to the Date of Termination; and

            (ii)  an amount in cash as liquidated damages for lost future
                  remuneration equal to the sum of

                  (A) the product obtained by multiplying:

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                            (1) the lesser of

                                (i) three (3.0), or

                                (ii) a number equal to the number of calendar
                                months remaining from the Date of Termination to
                                the date on which the Executive is 65 years of
                                age (or, if earlier, the age agreed to by the
                                Executive pursuant to any prior arrangement)
                                divided by twelve,

                            times

                            (2) the sum of

                                (i) the greater of the Executive's annual base
                                salary for the year in effect on the Date of
                                Termination, or in the case of termination by
                                the Executive for Good Reason for Termination,
                                the Executive's annual base salary in effect on
                                the date immediately preceding the date of the
                                earliest event which gave rise to the
                                termination by the Executive for Good Reason for
                                Termination,

                                plus

                                (ii) the greater of (x) one third (1/3) of the
                                aggregate cash bonuses or awards (including any
                                payments under an LTIP Plan) received by the
                                Executive as incentive compensation or bonus
                                during the three calendar years immediately
                                preceding the Date of Termination or (y) in the
                                case of termination by the Executive for Good
                                Reason for Termination, one third (1/3) of the
                                aggregate cash bonuses or awards (including any
                                payments under an LTIP Plan) received by the
                                Executive as incentive compensation or bonus
                                during the three calendar years immediately
                                preceding the date of the earliest event which
                                gave rise to the termination by the Executive
                                for Good Reason for Termination,

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                  plus

                  (B) if the Executive immediately preceding the Date of
                  Termination is a participant in an LTIP Plan and the award
                  period has not been completed prior to the Date of
                  Termination, an amount equal to

                        (1) the total cash award or bonus which would have been
                        received by the Executive under such LTIP Plan assuming
                        that, in addition to any goals met on or before the date
                        of the Date of Termination, all goals that were to be
                        measured after the date of the Date of Termination were
                        achieved and the Executive remained in the employ of the
                        Corporation at all relevant times under the LTIP Plan,

                        less

                        (2) any portion of the cash award or bonus for that
                        award period previously paid to the Executive pursuant
                        to such LTIP Plan.

4.    Nondisclosure of Information.

      (a)   Executive acknowledges that the Corporation has invested and will
            continue to invest considerable resources in the research,
            development and advancement of the Corporation's business, which
            investment has or may result in the generation of proprietary,
            confidential and/or trade secret data, information, techniques and
            materials, tangible and intangible, which properly belong to the
            Corporation or in which the Corporation has an interest. Executive
            acknowledges and agrees that it would be unlawful for Executive to
            appropriate, to attempt to appropriate, or to disclose to anyone or
            use for a third party's benefit such data, information, techniques
            or materials, subject to the following:

            (i)   Executive acknowledges that the following constitute
                  protectable confidential, trade secret or otherwise
                  proprietary information of the Corporation or of a third
                  party: all computer software and firmware and computer aided
                  mechanisms related to the foregoing, files, programs, data or
                  information received by the Corporation from a customer or
                  prospective customer of the Corporation if such is
                  confidential or proprietary to the customer, data base
                  management systems or other instrumentations, any proposals
                  for development,

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                  any reports on findings of tests, investigative studies,
                  consultations or the like, pricing policies, budgets, customer
                  lists, strategic plans (whether or not communicated in
                  writing), marketing and sales information, all written
                  documents not generally in the public domain, any and all
                  copies or imitations of the foregoing, and all other
                  confidential, trade secret or proprietary information, whether
                  or not copyrighted or patented and whether created solely by
                  Executive, jointly with others, or solely by others.

            (ii)  For purposes of this Section 4, all confidential, proprietary,
                  or trade secret information enumerated or mentioned in Section
                  4(a)(i) is hereinafter referred to as "Information." Any
                  restrictions on disclosure and use of the Information will
                  apply to all copies of the Information, whether in whole or in
                  part.

            (iii) During the term of this Agreement and at all times after
                  termination of this Agreement, unless authorized in writing by
                  the Corporation, the Executive will not:

                  (1)      use for the Executive's benefit or advantage the
                           Information, or

                  (2)      use the Information for the benefit or advantage of
                           any third party, or

                  (3)      disclose or cause to be disclosed the Information or
                           authorize or permit such disclosure of the
                           Information to any unauthorized third party, or

                  (4)      use the Information in any manner which is intended
                           to injure or cause loss, whether directly or
                           indirectly, to the Corporation.

            (iv)  The Executive will not be liable for the disclosure of
                  Information which:

                  (1)      is in the public domain generally and as such becomes
                           known to Executive through no wrongful act or breach
                           of this Agreement; or

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                  (2)      is received rightfully by Executive from a third
                           party having a lawful right to possess and to release
                           the Information, provided the Executive agrees to
                           promptly notify the Corporation if the Executive
                           suspects that the information possessed by the third
                           party is within the meaning of Information under this
                           Agreement.

            (v)   In any judicial proceeding, it will be presumed that the
                  Information constitutes protectable trade secrets, and the
                  Executive will bear the burden of proving that any Information
                  is publicly or rightfully known by the Executive.

            (vi)  The Executive will surrender to the Corporation at any time
                  upon request, and upon termination of the Executive's
                  employment with the Corporation for any reason, all written or
                  otherwise tangible documentation representing or embodying the
                  Information, in whatever form, whether or not copyrighted,
                  patented, or protected as a mask work, and any copies or
                  imitations of the Information, whether or not made by the
                  Executive.

            (vii) The Executive agrees to be available upon request for
                  consultation after termination of employment to provide
                  information and details with respect to any work or activity
                  performed or materials created by the Executive alone or with
                  others during the Executive's employment by the Corporation.
                  The Executive will be reimbursed for these services.

      (b)   Any and all creations, developments, discoveries, inventions, works
            of authorship, enhancements, modifications and improvements,
            including without limitation computer programs, data bases, data
            files and the like, (hereinafter collectively referred to as
            "Development" or "Developments"), whether or not the Developments
            are copyrightable, patentable, protectable as mask works or
            otherwise protectable (such as by contract or implied duty), and
            whether published or unpublished, conceived, invented, developed,
            created or produced by the Executive alone or with others during the
            term of the Executive's employment, whether or not during working
            hours and whether on the Corporation's premises or elsewhere, will
            be the sole and exclusive property of the Corporation if the
            Development is:

            (i)   connected with the Corporation in any way, or

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            (ii)  within the scope of the Executive's duties assigned or implied
                  in accordance with the Executive's position, or

            (iii) a product, service, or other item which would be in
                  competition with the products or services offered by the
                  Corporation or which is related to the Corporation's products
                  or services, whether presently existing, under development, or
                  under active consideration, or

            (iv)  in whole or in part, the result of the Executive's use of the
                  Corporation's resources, including without limitation
                  personnel, computers, data bases, communications facilities,
                  word processing systems, programs, office facilities or
                  otherwise.

            During the term of the Executive's employment with the Corporation
            and, if the Corporation should then so request, after termination of
            such employment, the Executive agrees to assign and does hereby
            assign to the Corporation all rights in the Developments created by
            the Executive alone or with others during the term of the
            Executive's employment, and all rights in any trademarks,
            copyrights, patents, trade secrets and analogous intellectual
            property rights and any applications for registration for same, of
            the United States and such foreign countries as the Corporation may
            designate which are related to the Developments, including without
            limitation all accompanying goodwill and the right to sue for
            infringement or misappropriation and to receive all proceeds related
            to any judgment or settlement of same. The Executive agrees to
            execute and deliver to the Corporation any instruments the
            Corporation deems necessary to vest in the Corporation sole title to
            and all exclusive rights in the Developments created by the
            Executive alone or with others during the term of the Executive's
            employment, and in all related trademarks, copyrights, mask work
            protection rights, and/or patent rights so created during the term
            of employment. The Executive agrees to execute and deliver to the
            Corporation all proper papers for use in applying for, obtaining,
            maintaining, amending and enforcing all such trademarks, copyrights,
            patents or such other legal protections as the Corporation may
            desire. The Executive further agrees to assist fully the Corporation
            or its nominees in the preparation and prosecution of any trademark,
            copyright, mask work protection, patent, or trade secret arbitration
            or litigation. The Executive shall be reimbursed on a reasonable
            hourly basis consistent with the compensation provided for herein
            for the Executive's services rendered following termination of
            employment.

      (c)   The Executive's obligations and covenants in this Section 4 will be
            binding upon the Executive's heirs, legal representatives,
            successors and assigns.

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      (d)   The Corporation and the Executive agree that the rights conveyed by
            this Agreement are of a unique and special nature. The Executive and
            the Corporation agree that any violation of this Section 4 will
            result in immediate and irreparable harm to the Corporation and that
            in the event of any actual or threatened breach or violation of any
            of the provisions of this Section 4, the Corporation will be
            entitled as a matter of right to an injunction or a decree of
            specific performance without bond from any equity court of competent
            jurisdiction. The Executive waives the right to assert the defense
            that such breach or violation can be compensated adequately in
            damages in an action at law. Nothing in this Agreement will be
            construed as prohibiting the Corporation from pursuing any other
            remedies at law or in equity available to it for such breach or
            violation or threatened violation.

5.    Medical Insurance or Similar Benefit Plans

      (a)   If the Executive's employment should terminate under such
            circumstance as entitle the Executive to receive payments pursuant
            to Section 3(b) or 3(c) hereof, the Executive shall be deemed for
            purposes of all employee medical insurance or similar benefits of
            the Corporation, to have remained in the continuous employment of
            the Corporation for the three year period following the Date of
            Termination and shall be entitled to all of the medical insurance or
            similar benefits provided by the Corporation as though the Executive
            had so remained in the employment of the Corporation.

      (b)   If for any reason, whether by law or provisions of the Corporation's
            employee medical insurance or similar benefit plans, any benefits
            which the Executive would be entitled to under the foregoing
            subsection of this Section 5 cannot be paid pursuant to such
            employee benefit plans, then the Corporation hereby contractually
            agrees to pay to the Executive the difference between the benefits
            which the Executive would have received in accordance with the
            foregoing subsections of this Section if the relevant employee
            medical insurance or similar benefit plan could have paid such
            benefit and the amount of benefits, if any, actually paid by such
            employee medical insurance or similar benefit plan. The Corporation
            shall not be required to fund its obligation to pay the foregoing
            difference.

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6.    Other Employment. In the event of a termination of employment under the
      circumstances above described in Section 3(b) or 3(c) hereof, the
      Executive shall have no duty to seek any other employment after
      termination of the Executive's employment with the Corporation and the
      Corporation hereby waives and agrees not to raise or use any defense based
      on the position that the Executive had a duty to mitigate or reduce the
      amounts due the Executive hereunder by seeking other employment whether
      suitable or unsuitable and should the Executive obtain other employment,
      then the only effect of such on the obligations of the Corporation
      hereunder shall be that the Corporation shall be entitled to credit
      against any payments which would otherwise be made pursuant to Sections
      5(a) or 5(b) hereof, any comparable payments to which the Executive is
      entitled under the employee benefit plans maintained by the Executive's
      other employer or employers in connection with services to such employer
      or employers after termination of the Executive's employment with the
      Corporation.

7.    Stock Awards and Options. If the Executive's employment should terminate
      under the circumstances described in Section 3(a)(i) hereof (other than
      death) or 3(a)(iii), the Executive's rights, if any, with respect to any
      outstanding Stock Awards and/or Options shall be governed by the plans and
      any related agreements pursuant to which such Stock Awards and/or Options
      were granted. If the Executive's employment should terminate under such
      circumstances as entitle the Executive to receive payments pursuant to
      Section 3(b) or 3(c) hereof or due to the death of the Executive or occurs
      on or after the third anniversary of the date of this Agreement by the
      resignation of the Executive other than at a time when the Corporation
      could have terminated the Executive due to Cause for Termination, then
      with respect to outstanding Stock Awards and/or Options:

      (a)   in the event that the Executive's employment is terminated and the
            Executive is entitled to receive payments pursuant to Section 3(b)
            hereof, with respect to each outstanding Option or Stock Award which
            did not immediately vest and/or become exercisable upon the
            occurrence of a Change-in-Control, such Stock Award or Option shall
            remain outstanding in accordance with its terms provided that in any
            event it shall automatically vest upon termination of employment
            and/or become and remain exercisable at any time after termination
            of employment until the stated expiration date contained in the
            grant for such Stock Award or Option;

      (b)   in the event that the Executive's employment is terminated and the
            Executive is entitled to receive payments pursuant to Section 3(c)
            hereof, each outstanding Stock Award or Option shall remain
            outstanding in accordance with its terms provided that in any event
            it shall automatically vest upon termination of employment and
            become and/or remain exercisable at any time

                                      -16-

<PAGE>

            after termination of employment until the stated expiration date
            contained in the grant for such Stock Award or Option;

      (c)   in the event that the Executive's employment is terminated due to
            the Executive's death or termination occurs on or after the third
            anniversary of the date of this Agreement by the resignation of the
            Executive other than at a time when the Corporation could have
            terminated the Executive due to Cause for Termination, each
            outstanding Stock Award or Option shall remain outstanding in
            accordance with its terms provided that in any event it shall
            automatically vest upon termination of employment and become and/or
            remain exercisable at any time after termination of employment (and
            in the case of termination of employment due to the death of the
            Executive, by the Executive's estate) until the stated expiration
            date contained in the grant for such Stock Award or Option.

8.    Noncompetition. During the period of employment of Executive by the
      Corporation and for five (5) years thereafter, the Executive will not, in
      any geographic area in which the Corporation is offering its services and
      products, without the prior written consent of the Corporation:

      (a)   directly or indirectly engage in,

      (b)   assist or have an active interest in (whether as proprietor,
            partner, investor, shareholder, officer, director or any type of
            principal whatsoever), or

      (c)   enter the employ of, or act as agent for, or advisor or consultant
            to, any person, firm, partnership, association, corporation or
            business organization, entity or enterprise which is or is about to
            become directly or indirectly engaged in,

      any business which is competitive with any business of the Corporation or
      any subsidiary or affiliate thereof in which Executive is or was engaged;
      provided, however, that the foregoing provisions of this paragraph 8 are
      not intended to prohibit and shall not prohibit Executive from purchasing,
      for investment, not in excess of 1% of any class of stock or other
      corporate security of any company which is registered pursuant to Section
      12 of the Securities Exchange Act of 1934.

      Executive acknowledges that the breach by the Executive of the provisions
      of this Section 8 would cause irreparable injury to the Corporation,
      acknowledges and agrees that remedies at law for any such breach will be
      inadequate and consents and agrees that the Corporation shall be entitled,
      without the necessity of proof of actual damage, to injunctive relief in
      any proceedings which may be brought to enforce the

                                      -17-

<PAGE>

      provisions of this Section 8. Executive acknowledges and warrants that the
      Executive will be fully able to earn an adequate livelihood for the
      Executive and the Executive's dependents if this Section 8 should be
      specifically enforced against the Executive and that such enforcement will
      not impair the Executive's ability to obtain employment commensurate with
      the Executive's abilities and fully acceptable to the Executive .

      If the scope of any restriction contained in this Section 8 is too broad
      to permit enforcement of such restriction to its full extent, then such
      restriction shall be enforced to the maximum extent permitted by law and
      Executive and the Corporation hereby consent and agree that such scope may
      be judicially modified in any proceeding brought to enforce such
      restriction.

9.    Terms. This Agreement shall be for an initial term of five years
      commencing on the date hereof. This Agreement shall automatically renew
      for an additional term of one year commencing on the fifth anniversary of
      the date hereof and for succeeding additional terms each of one year on
      each succeeding anniversary thereof until and unless either party sends
      written notice of non-renewal to the other party at least six months prior
      to a renewal date; provided, however, that if a Change-in-Control shall
      occur during the initial or a renewed term of this Agreement, then this
      Agreement shall remain in effect until the third anniversary of the date
      of the Change-in-Control.

10.   Miscellaneous.

      (a)   This Agreement shall be construed under the laws of the Commonwealth
            of Pennsylvania.

      (b)   This Agreement constitutes the entire understanding of the parties
            hereto with respect to the subject matter hereof and may only be
            amended or modified by written agreement signed by the parties
            hereto.

      (c)   The Corporation will require any successor (whether direct or
            indirect, by purchase, merger, consolidation or otherwise) to all or
            substantially all of the business and/or assets of the Corporation,
            by agreement in form and substance satisfactory to the Executive, to
            expressly assume and agree to perform this Agreement in the same
            manner required of the Corporation and to perform it as if no such
            succession had taken place. Failure of the Corporation to obtain
            such agreement prior to the effectiveness of any such succession
            shall be a breach of this Agreement and shall entitle the Executive
            to terminate employment due to Good Reason for Termination. As used
            in this Agreement, "Corporation" shall mean the Corporation as
            hereinbefore

                                      -18-

<PAGE>

            defined and any successor to its business and/or assets as aforesaid
            which executes and delivers the agreement provided for in this
            subsection (c) or which otherwise becomes bound by all the terms and
            provisions of this Agreement by operation of law.

      (d)   This Agreement shall inure to the benefit of and be enforceable by
            the Executive and the Corporation and their respective legal
            representatives, executors, administrators, successors, heirs,
            distributees, devisees and legatees. If the Executive should die
            while any amounts would still be payable to the Executive hereunder
            if the Executive had continued to live, all such amounts, unless
            otherwise provided herein, shall be paid in accordance with the
            terms of this Agreement to the Executive's devisee, legatee or other
            designee or, if there be no such designee, to the Executive's
            estate.

      (e)   Any notice or other communication provided for in this Agreement
            shall be in writing and, unless otherwise expressly stated herein,
            shall be deemed to have been duly given if mailed by United States
            registered mail, return receipt requested, postage prepaid,
            addressed in the case of the Executive to the Executive's office at
            the Corporation with a copy to the Executive's residence and in the
            case of the Corporation to its principal executive offices,
            attention of the corporate Secretary.

      (f)   No provisions of this Agreement may be modified, waived or
            discharged unless such waiver, modification or discharge is agreed
            to in writing signed by the Executive and approved by resolution of
            the Board of Directors of the Corporation. No waiver by either party
            hereto at any time of any breach by the other party hereto of, or
            compliance with, any condition or provision of this Agreement to be
            performed by such other party shall be deemed a waiver of similar or
            dissimilar provisions or conditions at the same or at any prior or
            subsequent time. No agreements or representations, oral or
            otherwise, express or implied, with respect to the subject matter
            hereof have been made by either party which are not set forth
            expressly in this Agreement. Nothing contained herein shall impair
            the right of the Corporation to terminate the Executive's
            employment, subject to making any payments required to be made
            hereunder.

      (g)   The invalidity or unenforceability of any provisions of this
            Agreement shall not affect the validity or enforceability of any
            other provision of this Agreement, which shall remain in full force
            and effect.

                                      -19-

<PAGE>

      (h)   This Agreement may be executed in one or more counterparts, each of
            which shall be deemed to be an original but all of which together
            will constitute one and the same instrument.

      (i)   If litigation should be brought to enforce, interpret or challenge
            any provision contained herein, the prevailing party in such
            litigation, if any, shall be entitled to its reasonable attorney's
            fees and disbursements and other costs incurred in such litigation
            and to interest on any money judgment obtained calculated at the
            prime rate of interest in effect from time to time at Citizens Bank,
            N.A. (or its successor), from the date that the payment should have
            been made under this Agreement.

      (j)   Excise Taxes.

            (i) For purposes of this subsection 10(j), (1) a Payment shall mean
            any payment or distribution in the nature of compensation to or for
            the benefit of the Executive, whether paid or payable pursuant to
            this Agreement or otherwise; (2) Agreement Payment shall mean a
            Payment paid or payable pursuant to this Agreement (disregarding
            this subsection 10(j)); (2) Net After Tax Receipt shall mean the
            Present Value of a Payment net of all taxes imposed on the Executive
            with respect thereto under Sections 1 and 4999 of the Internal
            Revenue Code of 1986, as amended (the "Code"), determined by
            applying the highest marginal rate under Section 1 of the Code
            applicable to the Executive's taxable income for such year; (4)
            "Present Value" shall mean such value determined in accordance with
            Section 280G(d) (4) of the Code; and (5) "Reduced Amount" shall mean
            the greatest aggregate amount of Payments, if any, which (x) is less
            than the sum of all Payments and (y) results in aggregate Net After
            Tax Receipts which are greater than the Net After Tax Receipts which
            would result if the aggregate Payments were made.

            (ii) Anything in this Agreement to the contrary notwithstanding, in
            the event PriceWaterhouseCoopers L.L.P. (or if
            PriceWaterhouseCoopers L.L.P. is the audit firm for the Corporation
            at the time, another accounting firm of nationally recognized
            standing selected by Executive) (the "Accounting Firm") shall
            determine that receipt of all Payments would subject the Executive
            to tax under Section 4999 of the Code, it shall determine whether
            some amount of Payments would meet the definition of a "Reduced
            Amount." If the Accounting Firm determines that there is a Reduced
            Amount, the aggregate Agreement Payments shall be reduced to such
            Reduced Amount; provided, however, that if the Reduced Amount
            exceeds the aggregate Agreement Payments, the aggregate Payments
            shall, after the reduction of all Agreement Payments, be reduced
            (but not below zero) in the amount of such

                                      -20-

<PAGE>

            excess. All determinations made by the Accounting Firm under this
            Section shall be binding upon the Corporation and the Executive and
            shall be made within 60 days of the occurrence of an event which
            requires the Corporation to make payments to the Executive under
            this Agreement. No later than two business days following the making
            of this determination by the Accounting Firm, the Corporation shall
            pay to or distribute for the benefit of the Executive such Payments
            as are then due to the Executive under this Agreement and shall
            promptly pay to or distribute for the benefit of the Executive in
            the future such Payments as become due to the Executive under this
            Agreement. The Corporation or its successor shall pay for the work
            done by the Accounting Firm. In the event that the Accounting Firm
            is unable or unwilling to make the determinations to be made under
            this subsection 10(j) or for any reason such determinations are not
            made within 60 days of the occurrence of the event which requires
            the Corporation to make payments to the Executive under this
            Agreement, the Corporation shall make all Payments as are then due
            to the Executive without reduction no later than two business days
            following the 60th day after the occurrence of the event which
            required the Corporation to make payments to the Executive under
            this Agreement.

            (iii) While it is the intention of the Corporation and the Executive
            to reduce the amounts payable or distributable to the Executive
            hereunder only if the aggregate Net After Tax Receipts to the
            Executive would thereby be increased, as a result of the uncertainty
            in the application of Section 4999 of the Code at the time of the
            initial determination by the Accounting Firm hereunder, it is
            possible that amounts will have been paid or distributed by the
            Corporation to or for the benefit of the Executive pursuant to this
            Agreement which should not have been so paid or distributed
            ("Overpayments") or that additional amounts which will not have been
            paid or distributed by the Corporation to or for the benefit of the
            Executive pursuant to this Agreement could have been so paid or
            distributed ("Underpayment"), in each case, consistent with the
            calculation of the Reduced Amount hereunder. In the event that the
            Accounting Firm, based either upon the assertion of a deficiency by
            the Internal Revenue Service against the Corporation or the
            Executive which the Accounting Firm believes has a high probability
            of success or controlling precedent or other substantial authority,
            determines that an Overpayment has been made, any such Overpayment
            paid or distributed by the Corporation to or for the benefit of the
            Executive shall be treated for all purposes as a loan ab initio to
            the Executive which the Executive shall repay to the Corporation
            together with interest at the applicable federal rate provided for
            in Section 7872(f) (2) of the Code; provided, however, that no such
            loan shall be deemed to have been made and no amount shall be
            payable by the Executive to the Corporation if

                                      -21-

<PAGE>

            and to the extent such deemed loan and payment would not either
            reduce the amount on which the Executive is subject to tax under
            Section 1 and Section 4999 of the Code or generate a refund of such
            taxes. In the event that the Accounting Firm, based upon controlling
            precedent or other substantial authority, determines that an
            Underpayment has occurred, any such Underpayment shall be promptly
            paid by the Corporation to or for the benefit of the Executive
            together with interest at the applicable federal rate provided for
            in Section 7872(f) (2) of the Code.

      IN WITNESS WHEREOF, this Agreement has been executed on the date first
above written.

ATTEST:                                       BLACK BOX CORPORATION

By: /s/ Michael McAndrew                      By:    Thomas G. Greig
    -------------------------                     ------------------------------
                                              Title: Chairman of the Board
                                                     ---------------------------

WITNESS: /s/ Michael McAndrew                   /s/ Fred C. Young
-----------------------------                 ----------------------------------
                                                    Fred C. Young


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