##### Table of Contents



BLACK BOX
    CORPORATION1000 Park Drive
    Lawrence, Pennsylvania 15055
    Notice of
    Annual Meeting of Stockholders
    to be held on October 4, 2007
         1.
    The election of five (5) members of the Board of
    Directors; and2.
    Ratification of the appointment of BDO Seidman, LLP as the
    independent registered public accounting firm of the Company for
    the fiscal year ending March 31, 2008.    IT IS REQUESTED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
    MEETING, THAT YOU COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
    CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.




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TABLE OF CONTENTS  PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERSANNUAL MEETING MATTERSBOARD OF DIRECTORS AND CERTAIN BOARD COMMITTEESLITIGATION INVOLVING DIRECTORS AND OFFICERSPOLICIES AND PROCEDURES RELATED TO THE APPROVAL OF TRANSACTIONS WITH RELATED PERSONSCOMPENSATION OF DIRECTORSEXECUTIVE COMPENSATION AND OTHER INFORMATIONSUMMARY COMPENSATION TABLE  FISCAL 2007GRANTS OF PLAN-BASED AWARDS  FISCAL 2007OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END  FISCAL 2007OPTION EXERCISES AND STOCK VESTED TABLE  FISCAL 2007PENSION BENEFITS TABLE  FISCAL 2007UNDERSTANDING OUR PENSION BENEFITS TABLEPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROLREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSEQUITY PLAN COMPENSATION INFORMATIONSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSSECURITY OWNERSHIP OF MANAGEMENTINDEPENDENT PUBLIC ACCOUNTANTSADDITIONAL INFORMATIONSOLICITATION OF PROXIESSTOCKHOLDER NOMINATIONS AND PROPOSALSOTHER MATTERS    Table of Contents   BLACK BOX
    CORPORATION1000 Park Drive
    Lawrence, Pennsylvania 15055
    
 PROXY
    STATEMENT FOR ANNUAL MEETING
    OF STOCKHOLDERS
  October 4, 2007
           Our Board of Directors unanimously recommends a vote FOR each
    of the nominees named below for election as director and FOR
    ratification of the appointment of BDO Seidman, LLP as our
    independent registered public accounting firm for the fiscal
    year ending March 31, 2008.




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##### Table of Contents



ANNUAL
    MEETING MATTERS
  Proposal 1  Election
    of Directors
              William F. Andrews
  Richard L. Crouch
  Thomas W. Golonski
  Thomas G. Greig
 2




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Edward  A.  Nicholson,  Ph.D.
  Our Board of Directors unanimously recommends that our
    stockholders vote FOR each of the nominees for election to our
    Board.
  Proposal 2  Ratification
    of the Appointment of Independent Registered Public Accounting
    Firm
        Our Board of Directors unanimously recommends that our
    stockholders vote FOR approval of Proposal 2.
 
  BOARD OF
    DIRECTORS AND CERTAIN BOARD COMMITTEES
        Audit
    Committee
      
    sole authority and direct responsibility over the selection
    (subject to stockholder ratification if the committee so elects)
    of our independent registered public accounting firm
    evaluation, retention and replacement of our independent
    registered public accounting firm
    responsibility for determining the compensation and other terms
    of engagement of such independent auditors 3




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##### Table of Contents



http://www.blackbox.com.
        Compensation
    Committee
      
    reviewing and recommending to our Board the total compensation
    of our executive officers
    administering our stock option plans  Compensation
    Discussion and Analysis
    Nominating
    Committee
      
    identifying and evaluating potential candidates for any Board
    vacancies, including any individuals recommended by committee
    members, other Board members, management or our current
    stockholders or identified by third-party executive search firms
    recommending to our Board individuals to be nominated for
    election as directors by stockholders at our annual meeting
    recommending to our Board, from time to time, individuals to be
    elected by it to fill Board vacancies   4




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##### Table of Contents



Stockholder Nominations and Proposals
      Governance
    Committee
      
    responsibility for reviewing, on an ongoing basis, the corporate
    governance practices and principles established and implemented
    by our Board and management
    monitoring trends and regulatory requirements in corporate
    governance and recommending to our Board any changes in our
    corporate governance practices and functions based upon such
    trends and regulatory requirements
    performing an annual evaluation of the objectives and
    performance of the members of our Board in connection with its
    review of the compensation paid to Board members         
  LITIGATION
    INVOLVING DIRECTORS AND OFFICERS
   5




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In re Black Box Corporation Derivative Litigation No. 2:06-CV-1531-TMH,
 
  POLICIES
    AND PROCEDURES RELATED TO THE APPROVAL
    OF TRANSACTIONS WITH RELATED PERSONS
     
  COMPENSATION
    OF DIRECTORS
    DIRECTOR
    COMPENSATION  FISCAL 2007
  Name(1)


Fees Earned



Option



Totalor Paid



Awards(3)(4)(5)



($)in
    Cash(2)



($)($)William F. Andrews



9,750




56,561




66,311Richard L. Crouch



35,250




56,561




91,811Thomas W. Golonski



29,250




56,561




85,811Thomas G. Greig



89,250




56,561




145,811Edward A.
    Nicholson, Ph.D.



9,750




56,561




66,311
    (1)
    Fred C. Young was a director until his resignation on
    May 20, 2007. Mr. Youngs compensation for Fiscal
    2007 is reported in the Summary Compensation
    Tableand other tables in this proxy statement. He did
    not receive any additional compensation in connection with his
    service on our Board.(2)
    During Fiscal 2007, each of our non-employee directors received
    a fee of $7,500 per annum, paid quarterly, and an additional fee
    of $375 for each Board meeting attended in person. Our
    non-executive Chairman of the Board also received an annual fee
    of $60,000, paid quarterly. Audit Committee members 6




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received a fee of $1,500 for each meeting of the committee
    attended in person or by telephone. Our Audit Committee chair
    also received an annual fee of $6,000, paid quarterly.  (3)
    Our Board and our stockholders have adopted our
    1992 Director Stock Option Plan, as amended (the
    Director Plan), and have authorized the issuance of
    stock options and stock appreciation rights covering up to
    270,000 shares of Common Stock under this plan (subject to
    appropriate adjustments in the event of stock splits, stock
    dividends and similar dilutive events). Under the Director Plan,
    our Compensation Committee may grant stock options and stock
    appreciation rights to our non-employee directors.(4)
    Reflects the dollar amount recognized for financial statement
    reporting purposes for Fiscal 2007, in accordance with Statement
    of Financial Accounting Standards No. 123 (revised 2004),
    Share-Based Payment (SFAS 123(R)),
    and, thus, includes amounts from awards granted in and prior to
    Fiscal 2007. See Note 14 of the Notes to the Consolidated
    Financial Statements in our 2007
    Form 10-K
    regarding weighted-average assumptions underlying the valuation
    of stock options granted in Fiscal 2007 and Note 1 of the
    Notes to Consolidated Financial Statements in our Annual Report
    on
    Form 10-K
    for the fiscal year ended March 31, 2006 (2006 Form
    10-K)
    regarding weighted-average assumptions underlying the valuation
    of stock options granted in the fiscal year ended March 31,
    2006 (Fiscal 2006), the fiscal year ended
    March 31, 2005 (Fiscal 2005) and the fiscal
    year ended March 31, 2004 (Fiscal 2004). In
    September 2006, our non-employee directors were each granted an
    option to purchase 7,000 shares of Common Stock, under the
    Director Plan, at an exercise price of $39.41 per share, the
    fair market value of the Common Stock on the grant date. The
    grant date fair value of these options, computed in accordance
    with SFAS 123(R), was $129,868.(5)
    The following table sets forth the outstanding options, both
    exercisable and unexercisable, held by each non-employee
    director as of March 31, 2007:  Name


OutstandingOptions(#)William F. Andrews



59,002Richard L. Crouch



20,000Thomas W. Golonski



31,000Thomas G. Greig



46,002Edward A.
    Nicholson, Ph.D.



20,000
  Changes
    to Director Compensation
   7




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##### Table of Contents



EXECUTIVE
    COMPENSATION AND OTHER INFORMATION
  COMPENSATION
    DISCUSSION AND ANALYSIS
  Role of
    Our Compensation Committee and Our Compensation
    Philosophy
    Objectives
    of Our Compensation Program
    
    hire, train, develop, compensate and retain high quality
    executives for our success
    provide incentives for executives to align their goals with
    those of our stockholders in the form of fixed and at-risk,
    variable compensation    
    outstanding contributions to the achievement of our goals and
    overall success, particularly growth in annual profits and cash
    flow
    successful completion of acquisitions of targeted companies and
    their integration into the Company  Components
    of Our Executive Compensation Program
  
    base salary
    annual cash bonus
    long-term incentive compensation in the form of stock options  and/or
    Overview
    of Annual Setting of Executive Compensation
   8




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##### Table of Contents



Summary
    of Fiscal 2007 Executive Compensation Program
    Decisions
    Base
    Salary
  and/or
  Summary Compensation
    Table
  Bonuses
     9




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##### Table of Contents



Long-Term
    Compensation  Stock Options
      Summary Compensation
    Table Grants of Plan-Based Awards
    Table
  Historical
    Equity Grant Practices and New Grant Policy
  Form 10-K, Form 10-Q Form 10-Q/A
   10




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and/or
        Description
    of Compensation Practices and Policies for Fiscal 2008
     11




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Change-in-Control
    Arrangements
      change-in-control change-in-control
  Report of
    the Compensation Committee
      Compensation Committee:
  
 12




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##### Table of Contents



SUMMARY
    COMPENSATION TABLE  FISCAL 2007
    Name and Principal Position


Year


Salary


Bonus


Option


Non-Equity


Change in


All Other


Total($)


($)


Awards(1)


Incentive


Pension


Compensation


($)($)


Plan


Value and


($)Compensation


Nonqualified($)


DeferredCompensationEarnings($)Fred C. Young,



2007




481,437









1,535,561














5,826
(3)



2,022,824Chief Executive 
    Officer(2)R. Terry Blakemore,



2007




186,058









351,482




100,000




152,746
(4)



13,282
(5)



803,568Interim President and
    Chief Executive 
    OfficerMichael McAndrew,



2007




164,959









286,697














4,663
(3)



456,319Vice President,
    Chief Financial 
    Officer, Treasurer 
    and SecretaryFrancis W. Wertheimber,



2007




217,759(6
)



100,000




299,801














59,509
(6)(7)



677,069Senior Vice PresidentRoger E. M. Croft,



2007




122,010(8
)








299,801














71,639
(8)(9)



493,450Senior Vice President    (1)
    
    Reflects the dollar amount recognized for financial statement
    reporting purposes for Fiscal 2007, in accordance with
    SFAS 123(R), and, thus, includes amounts from awards
    granted in and prior to Fiscal 2007. See Note 14 of the
    Notes to the Consolidated Financial Statements in our 2007
    Form 10-K
    regarding weighted-average assumptions underlying the valuation
    of stock options granted in Fiscal 2007 and Note 1 of the
    Notes to Consolidated Financial Statements in our 2006
    Form 10-K
    regarding weighted-average assumptions underlying the valuation
    of stock options granted in Fiscal 2006, Fiscal 2005 and Fiscal
    2004.(2)
    
    Mr. Young resigned from his position as our Chief Executive
    Officer and as a director on May 20, 2007.(3)
    
    Represents amounts paid by us for the individual under a 401(k)
    plan and payments for life insurance premiums.(4)
    
    Mr. Blakemore participates in the Retirement and Security
    Program of the National Telecommunications Cooperative
    Association (the NTCA Plan). One of our subsidiaries
    is a member of the National Telecommunications Cooperative
    Association, which sponsors the NTCA Plan, a multiple employer
    pension plan in which such subsidiary participates as a
    contributing employer. The amount in this column represents the
    aggregate change in actuarial present value of his accumulated
    benefits under the NTCA Plan from December 31, 2005 to
    December 31, 2006 (the last day of the NTCA Plans
    most recently completed fiscal year). For more information
    regarding the NTCA Plan and the assumptions used to calculate
    this amount, see the Pension Benefits Table and
    Understanding Our Pension Benefits Table in
    this proxy statement. 13




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(5)
    
    Represents the Companys contributions to the NTCA Plan and
    payments for life insurance premiums.(6)
    
    Represents amounts paid in Japanese yen and converted to U.S.
    dollars using an exchange rate as of March 30, 2007
    (.008486 U.S. dollars for each Japanese yen).(7)
    
    Mr. Wertheimber is a resident of Japan and, under Japanese
    law, must enroll in Japans national pension system to
    which we make contributions. For Fiscal 2007, we contributed
    $47,210 to this pension system on his behalf. We also provided
    him with a vehicle allowance and paid certain other
    vehicle-related expenses.(8)
    
    Represents amounts paid in British pounds sterling and converted
    to U.S. dollars using an exchange rate as of March 30, 2007
    (1.9679 U.S. dollars for each British pound sterling).(9)
    
    Mr. Croft is a resident of the United Kingdom and
    participates (along with other similarly-situated employees in
    the United Kingdom) in a private pension scheme to which we make
    contributions. For Fiscal 2007, we contributed $31,010 to this
    pension scheme on his behalf. He also received vehicle and fuel
    allowances of $40,629.  
 GRANTS OF
    PLAN-BASED AWARDS  FISCAL 2007
    Name


Grant Date


Estimated Possible


All Other


Exercise or


Closing


Grant DatePayouts Under


Option


Base Price of


Market Price


Fair Value ofNon-Equity


Awards:


Option


on Date of


Stock andIncentive Plan


Number of


Awards


Grant


OptionAwards


Securities


($/Sh)


($)


Awards(2)Target


Underlying








($)($)


Options(1)(#)Fred C. Young




























R. Terry Blakemore



04/12/2006









10,000




39.77




46.25
(4)



245,708




100,000
(3)


















Michael McAndrew



06/15/2006









10,000




38.97
(5)



39.19
(5)



180,300Francis W. Wertheimber




























Roger E. M. Croft





























    (1)
    
    Our Board and our stockholders have adopted the Employee Plan
    and have authorized the issuance of options and stock
    appreciation rights covering up to 9,200,000 shares of
    Common Stock under this plan (subject to appropriate adjustments
    in the event of stock splits, stock dividends and similar
    dilutive events). Stock options and stock appreciation rights
    may be granted under the Employee Plan to key salaried and
    hourly employees (including those who may also be directors but
    who are not members of our Compensation Committee).(2)
    
    Calculated in accordance with SFAS 123(R).(3)
    
    For Fiscal 2007, we established a bonus arrangement for
    Mr. Blakemore that did not include a threshold or maximum
    award level. He achieved the pre-established performance
    objectives in connection with his bonus arrangement and was,
    therefore, paid the full amount of the target award, as set
    forth in the Summary Compensation Table in
    this proxy statement. Additional information with respect to his
    bonus arrangement is provided in the Compensation
    Discussion and Analysis section of this proxy
    statement. 14




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(4)
    
    In connection with the review of our historical stock option
    grant practices as described in the Compensation
    Discussion and Analysis  Historical Equity Grant
    Practices and New Grant Policy section of this proxy
    statement, this option grant was deemed by our Audit Committee
    to have a measurement date for purposes of
    SFAS 123(R) of April 12, 2006, the date that such
    option was entered into our stock option database. The
    Closing Market Price on Date of Grant is the closing
    price of our Common Stock on April 12, 2006.(5)
    
    SEC rules require disclosure of the closing market price of the
    underlying security on the grant date where the exercise price
    is less than such closing market price. The exercise price of
    this option, in accordance with the provisions of the Employee
    Plan, was determined by averaging the high and low sales prices
    of our Common Stock on the grant date. 15




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OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR END  FISCAL
    2007
    Option AwardsName


Number of Securities


Number of Securities


Option


OptionUnderlying


Underlying


Exercise Price


ExpirationUnexercised Options


Unexercised Options


($)


Date(#)


(#)Exercisable


UnexercisableFred C.
    Young(1)



45,000









21.4400




04/23/2007175,000









30.2500




01/13/2008195,000









21.9375




10/08/200820,000









32.1407




04/08/200930,000









45.0625




08/30/2009145,000









49.3125




10/21/2009140,402









42.2500




10/11/2010195,000









41.4500




09/21/2011145,000









44.3700




11/13/2012100,000









40.5500




10/01/2013133,333




66,667




34.7650




08/18/2014110,000









39.7700




10/31/2015R. Terry Blakemore








6,667
(2)



34.2900




08/11/201460,000









39.7700




10/31/2015Michael McAndrew



15,000









30.2500




01/13/20087,500









45.0625




08/30/20098,552









42.2500




10/11/201015,000









41.4500




09/21/201115,000









28.5400




10/09/201220,000









40.5500
(3)



10/01/201326,666




13,334
(2)



34.2900




08/11/201450,000









39.7700




10/31/2015




10,000
(4)



38.9650




06/15/2016Francis W. Wertheimber



25,000









45.0625




08/30/200921,772









42.2500




10/11/201025,000









41.4500




09/21/201125,000









44.3700




11/13/20125,000









44.9100




12/19/201235,000









40.5500




10/01/201333,333




16,667
(2)



34.2900




08/11/201450,000









39.7700




10/31/2015Roger E. M. Croft



35,000









45.0625




08/30/200926,817









42.2500




10/11/201030,000









41.4500




09/21/201130,000









44.3700




11/13/2012




16,667
(2)



34.2900




08/11/2014    (1)
    
    The option in the above table with an option expiration date of
    April 23, 2007 terminated unexercised as of that date. All
    of Mr. Youngs other stock options outstanding as of
    March 31, 2007 shown in the table terminated as of
    May 20, 2007, the date of his resignation. See
    Potential Payments Upon Termination or
    Change-in-Control  Estimated Termination and
    Change-in-Control Payments  Fred C. Young in
    this proxy statement. 16




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##### Table of Contents



(2)
    
    The remaining unvested options vested on August 11, 2007.(3)
    
    Mr. McAndrew voluntarily agreed to reprice this option
    exercise price to $42.93. See Executive Compensation
    and Other Information  Compensation Discussion and
    Analysis  Historical Equity Grant Practices and New
    Grant Policy in this proxy statement.(4)
    
    These options will vest in three (3) equal annual
    installments beginning on June 15, 2007. 
  OPTION
    EXERCISES AND STOCK VESTED TABLE  FISCAL
    2007
    Option AwardsName


Number of


Value RealizedShares


on ExerciseAcquired


($)on Exercise(#)Fred C. Young



65,000




1,011,725R. Terry Blakemore



13,333




85,398Michael McAndrew








Francis W. Wertheimber








Roger E. M. Croft



16,667




112,086  
  PENSION
    BENEFITS TABLE  FISCAL 2007
    Name


Plan Name


Number of


Present


PaymentsYears Credited


Value of


During LastService


Accumulated Benefit


Fiscal Year(#)


($)


($)Fred C. Young















R. Terry Blakemore


NTCA Plan



26
(1)



1,240,955
(2)


12,466Michael McAndrew















Francis W. Wertheimber















Roger E. M. Croft















    (1)
    
    Mr. Blakemore commenced participation in the NTCA Plan in
    October 1985 and was granted service credit back to March 1981.
    This additional service credit granted to him only has the
    effect of making him retirement eligible, without any benefit
    reduction, at an earlier date and does not result in any
    augmentation of benefits paid to him. 17




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(2)
    
    The actuarial present value of Mr. Blakemores
    accumulated benefits under the NTCA Plan was computed as of
    December 31, 2006 (the last day of the most recently
    completed fiscal year of the NTCA Plan). The amount was computed
    using the following assumptions and valuation methods:
    (i) a retirement age of 55 (the earliest age at which he
    could retire without any benefit reduction due to age),
    (ii) an annual increase of 2% of compensation,
    (iii) 2003 Group Annuity Reserving mortality table and
    (iv) a discount rate of 7.5%. 
  UNDERSTANDING
    OUR PENSION BENEFITS TABLE
  The
    Retirement and Security Program of the National
    Telecommunications Cooperative Association
    Normal Retirement.
  W-2+ W-2+ (W-2+ W-2
  W-2+ W-2+
  Early Retirement.
  Late Retirement.
  Forms of Payment. (i) 10-years (ii) 5-years
 18




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##### Table of Contents



2 3 2 3
 
  POTENTIAL
    PAYMENTS UPON TERMINATION OR
    CHANGE-IN-CONTROL
  Change-in-Control Change-in-Control.
        Termination
    Payments and Benefits Outside of a
    Change-in-Control
  Fred C.
    Young:
    19




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Change-in-Control,
  
    three (3) times the sum of his then current annual base
    salary for the year in which the employment termination occurs
    three (3) times one-third (1/3) of the aggregate cash
    bonuses or awards received by him as incentive compensation or
    bonus during the three (3) calendar years immediately
    preceding the termination date
    an amount equal to the total cash award or bonus that would have
    been received by him under any long-term incentive plan,
    assuming that, in addition to any goals met prior to the
    termination date, all goals that were to be measured after such
    date were achieved and he remained employed, less any portion of
    the cash award or bonus for that award period previously paid to
    him
    medical insurance and other similar benefits for the period of
    three (3) years following the termination date, as if he
    remained in our continuous employ during such period
    unvested options will vest and remain outstanding in accordance
    with their respective terms      Named
    Executive Officers other than Mr. Young:
  change-in-control Change-in-Control,
  Certain
    Definitions:
    Cause for Termination
  Change-in-Control
  i.
   


    it is reportable as such by SEC rules; ii.
    


    twenty percent (20%) or more of the combined voting power of our
    then-outstanding capital stock is acquired, coupled with or
    followed by a change in a majority of the members of our
    Board; oriii.
    


    we sell all or substantially all of our assets or merge,
    consolidate or reorganize with another company and  (x)  upon 
    conclusion  of  the  transaction  less  than  fifty-one  percent  (51%) 
    of  the  outstanding 20




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##### Table of Contents



securities entitled to vote in the election of directors of the
    acquiring company or resulting company are owned by the persons
    who were our stockholders prior to the transaction, and
    following the transaction there is a change in a majority of the
    members of our Board or (y) following the transaction, a
    person or group would be the owner of twenty percent (20%) or
    more of the combined voting power of the acquiring company or
    resulting company, and there is a change in a majority of the
    members of our Board.  Disability
  Good Reason Change-in-Control:
  Retirement
  Termination
    Payments and Benefits After a
    Change-in-Control
  Change-in-Control Change-in-Control.
    
    two (2) times (three (3) times in the case of
    Mr. Young) the sum of his then current annual base salary
    in the year of termination (or, if greater, (x) in the case
    of termination for Good Reason, the Named Executive
    Officers salary preceding the date giving rise to his Good
    Reason or (y) the Named Executive Officers salary for
    the year in effect on the date of the
    Change-in-Control)
    two (2) times (three (3) times in the case of
    Mr. Young) the greater of (x) one-third (1/3) of the
    aggregate cash bonuses or awards received by the Named Executive
    Officer as incentive compensation or bonus during the three
    (3) calendar years immediately preceding the date of
    termination, (y) in the case of termination for Good
    Reason, one-third (1/3) of the aggregate cash bonuses or awards
    received by the Named Executive Officer as incentive
    compensation or bonus during the three (3) calendar years
    preceding the date giving rise to the Named Executive
    Officers Good Reason or (z) one-third (1/3) of the
    aggregate cash bonuses or awards received by the Named Executive
    Officer as incentive compensation or bonus during the three
    (3) calendar years preceding the date of the
    Change-in-Control
    an amount equal to the total cash award or bonus that would have
    been received by the Named Executive Officer under any long-term
    incentive plan, assuming that, in addition to any goals met
    prior to the termination date, all goals that were to be
    measured after such date were achieved and the Named Executive
    Officer remained employed, less any portion of the cash award or
    bonus for that award period previously paid to the Named
    Executive Officer
    medical insurance and other similar benefits for the period of
    two (2) years (three (3) years in the case of
    Mr. Young) following the termination date, as if such Named
    Executive Officer remained in our continuous employ during such
    period
    unvested options will vest and remain outstanding in accordance
    with their respective terms 21




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##### Table of Contents



Estimated
    Termination and
    Change-in-Control
    Payments
  (1)
  Fred C.
    Young
  Type of Termination


Salary


Bonus


Medical and


Acceleration of($)


($)


Other Similar


Unvested StockBenefit


Options(2)(3)Continuation


($)($)Qualifying termination prior to a
    Change-in-Control


1,800,000


237,500



23,489
(4)


118,334Death













118,334Qualifying termination following a
    Change-in-Control


1,800,000


237,500



23,489
(4)


118,334    (1)
    
    The payments shown reflect the maximum amount that would have
    been paid. Mr. Youngs agreement contains a provision
    which could have the effect of reducing such payments based on
    the effect of excise taxes applicable to such payments under the
    Code.(2)
    
    Represents the value of the acceleration of unvested options as
    of March 30, 2007 based on the difference between the
    exercise price of the unvested options and the closing price of
    the Common Stock on Nasdaq as of March 30, 2007.(3)
    
    In addition, the Employee Plan provides that, regardless of
    employment termination, in the event of a
    change-in-control,
    all then-outstanding options will vest immediately and become
    exercisable. For purposes of the Employee Plan, a
    change-in-control
    of the Company occurs if (i) any person becomes the
    beneficial owner, directly or indirectly, of our securities
    representing (a) fifty percent (50%) or more of the
    combined voting power of our then-outstanding securities or
    (b) twenty-five percent (25%) or more but less than fifty
    percent (50%) of the combined voting power of our
    then-outstanding securities if such transaction(s) giving rise
    to such beneficial ownership are not approved by our Board; or
    (ii) at any time a majority of the members of our Board
    have been elected or designated by any such person; or
    (iii) our Board approves a sale of all or substantially all
    of our assets or any merger, consolidation, issuance of
    securities or purchase of assets, the result of which would be
    the occurrence of any event described in clause (i) or
    (ii) above.(4)
    
    Represents the value of continued health, dental and vision
    benefits for a three (3) year period based on COBRA
    (Consolidated Omnibus Budget Reconciliation Act) rates as of
    March 31, 2007.   22




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##### Table of Contents



Estimated
    Change-in-Control
    Payments
  (1) Change-in-Control:
  Name


Salary


Bonus


Medical and


Acceleration of($)


($)


Other Similar


Unvested StockBenefit


Options(2)(3)Continuation


($)($)R. Terry Blakemore



500,000




162,500




24,966
(4)



15,001Michael McAndrew



500,000




91,576




19,888
(4)



30,002Francis W. Wertheimber



495,551
(5)



113,108
(5)



7,823
(6)



37,501Roger E. M. Croft



244,020
(5)








2,825
(7)



37,501    (1)
    
    The payments shown reflect the maximum amount that would have
    been paid. Each agreement with Messrs. Blakemore, McAndrew,
    Wertheimber and Croft contains a provision which could have the
    effect of reducing such payments based on the effect of excise
    taxes applicable to such payments under the Code.(2)
    
    Represents the value of the acceleration of unvested options as
    of March 30, 2007 based on the difference between the
    exercise price of the unvested options and the closing price of
    the Common Stock on Nasdaq as of March 30, 2007.(3)
    
    In addition, the Employee Plan provides that, regardless of
    employment termination, in the event of a
    change-in-control,
    all then-outstanding options will vest immediately and become
    exercisable. For purposes of the Employee Plan, a
    change-in-control
    of the Company occurs if (i) any person becomes the
    beneficial owner, directly or indirectly, of our securities
    representing (a) fifty percent (50%) or more of the
    combined voting power of our then-outstanding securities or
    (b) twenty-five percent (25%) or more but less than fifty
    percent (50%) of the combined voting power of our
    then-outstanding securities if such transaction(s) giving rise
    to such beneficial ownership are not approved by our Board; or
    (ii) at any time a majority of the members of our Board
    have been elected or designated by any such person; or
    (iii) our Board approves a sale of all or substantially all
    of our assets or any merger, consolidation, issuance of
    securities or purchase of assets, the result of which would be
    the occurrence of any event described in clause (i) or
    (ii) above.(4)
    
    Represents the value of continued health, dental and vision
    benefits for a two (2) year period based on COBRA rates as
    of March 31, 2007.(5)
    
    For Messrs. Wertheimber and Croft, this value represents a
    conversion from Japanese yen and British pounds sterling,
    respectively, to U.S. dollars using exchange rates on
    March 30, 2007.(6)
    
    Represents the value of continued medical and similar benefits
    for a two (2) year period beginning March 31, 2007
    based on rates determined under the Japanese health care system
    and is converted from Japanese yen to U.S. dollars using an
    exchange rate as of March 30, 2007.(7)
    
    Represents the value of continued medical and similar benefits
    for a two (2) year period beginning March 31, 2007
    based on rates estimated using the amount paid for such benefits
    in Fiscal 2007 and is converted from British pounds sterling to
    U.S. dollars using an exchange rate as of March 30, 2007. 23




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##### Table of Contents



REPORT OF
    THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
  Form 10-K.
  Review
    with Management
    Review
    and Discussions with Independent Registered Public Accounting
    Firm
      Conclusion
  Form 10-K.
  Audit Committee
   
 24




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##### Table of Contents



EQUITY
    PLAN COMPENSATION INFORMATION
    (a)


(b)


(c)Plans


Number of Securities to Be


Weighted-Average


Number of SecuritiesIssued Upon Exercise of


Exercise Price of


Remaining Available forOutstanding Options,


Outstanding Options,


Future Issuance UnderWarrants and Rights


Warrants and Rights


Equity Compensation Plans(#)


($)


(Excluding SecuritiesReflected in Column (a))(#)Equity compensation plans approved
    by security holders



4,620,675
(1)



38.66




70,918Equity compensation plans not
    approved by security holders













Total



4,620,675




38.66




70,918    (1)
    
    Includes both vested and unvested options. 
  SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  Security
    Ownership of Management
  Number of


Percent ofShares


Shares(8)FMR
    Corp.(1)


1,981,025



11.3%82 Devonshire Street, Boston, MA
    02109Dimensional Fund Advisors
    LP(2)


1,447,232



8.3%1299 Ocean Avenue, Santa Monica, CA
    90401Royce & Associates,
    LLC(3)


1,053,078



6.0%1414 Avenue of the Americas, New
    York, NY 10019AXA(4)


1,011,756



5.8%26, rue Drouot, 75009 Paris, FranceBarclays Global Investors,
    NA(5)


921,560



5.3%45 Fremont Street,
    San Francisco, CA 94105LSV Asset
    Management(6)


885,161



5.1%1 N. Wacker Drive, Suite
    4000, Chicago, IL 60606Sterling Capital Management
    LLC(7)


882,972



5.0%Two Morrocroft Centre, 4064 Colony
    Road, Suite 300, Charlotte, NC 28211    (1)
    
    Includes 1,981,025 shares beneficially owned by Fidelity
    Management & Research Company (Fidelity),
    a wholly-owned subsidiary of FMR Corp. and a registered
    investment advisor, of which 1,981,025 shares are owned by
    one investment company, Fidelity Low Priced Stock Fund. Edward
    C. Johnson 3d, FMR Corp. and the funds each has sole power to
    dispose of the 1,981,025 shares owned by the funds. Neither 25




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##### Table of Contents



FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power
    to vote or direct the voting of the shares owned directly by the
    funds, which power resides with the funds Boards of
    Trustees. Fidelity carries out the voting of the shares under
    written guidelines established by the funds Boards of
    Trustees. This information is derived from FMR Corp.s
    Schedule 13G filed with the SEC on February 14, 2007.  (2)
    
    Dimensional Fund Advisors LP (formerly, Dimensional
    Fund Advisors Inc. (Dimensional)) is a
    registered investment advisor that furnishes investment advice
    to four registered investment companies and serves as investment
    manager to certain other commingled group trusts and separate
    accounts. Dimensional beneficially owns 1,447,232 shares,
    of which it has sole voting power and sole dispositive power.
    This information is derived from Amendment No. 1 to
    Dimensionals Schedule 13G filed with the SEC on
    February 1, 2007.(3)
    
    Royce & Associates, LLC is a registered investment
    advisor and beneficially owns 1,053,078 shares, of which it
    has sole voting power and sole dispositive power. This
    information is derived from Royce & Associates,
    LLCs Schedule 13G filed with the SEC on
    January 18, 2007.(4)
    
    Includes 1,200 shares beneficially owned by AXA Konzern AG
    (Germany), of which it has sole voting power and sole
    dispositive power. Includes 846,758 shares beneficially
    owned by AXA Rosenberg Investment Management LLC, of which it
    has sole voting power with respect to 358,928 shares and
    sole dispositive power with respect to 846,758 shares.
    Includes 162,398 shares beneficially owned by
    AllianceBernstein L.P., of which it has sole voting power with
    respect to 147,623 shares, shared voting power with respect
    to 925 shares and sole dispositive power with respect to
    162,398 shares. Also includes 1,400 shares
    beneficially owned by AXA Equitable Life Insurance Company, of
    which it has sole voting power and sole dispositive power. AXA
    and its controlling entities, AXA Assurances Vie Mutuelle, AXA
    Courtage Assurance Mutuelle and AXA Assurances I.A.R.D.
    Mutuelle, are members of a group which is deemed to beneficially
    own the shares reported. This information is derived from
    Amendment No. 1 to AXAs Schedule 13G filed with
    the SEC on February 14, 2007.(5)
    
    Includes 371,972 shares beneficially owned by Barclays
    Global Investors, NA, of which it has sole voting power with
    respect to 301,386 shares and sole dispositive power with
    respect to 371,972 shares. Includes 538,544 shares
    beneficially owned by Barclays Global Fund Advisors, of which it
    has sole voting power and sole dispositive power. Includes
    11,044 shares beneficially owned by Barclays Global
    Investors, Ltd, of which it has sole voting power and sole
    dispositive power. This information is derived from
    Barclays Schedule 13G filed with the SEC on
    January 9, 2007.(6)
    
    LSV Asset Management (LSV) is a registered
    investment advisor and beneficially owns 885,161 shares, of
    which it has sole voting power and sole dispositive power. This
    information is derived from LSVs Schedule 13G filed with
    the SEC on February 12, 2007.(7)
    
    Sterling Capital Management LLC (Sterling) is a
    registered investment advisor whose clients have the right to
    receive or the power to direct the receipt of dividends from, or
    the proceeds from the sale of the shares of the Companys
    Common Stock. Sterling beneficially owns 882,972 shares, of
    which it has shared voting power and shared dispositive power.
    This information is derived from Sterlings Schedule 13G
    filed with the SEC on February 14, 2007.(8)
    
    Based on 17,527,227 shares outstanding as of March 31,
    2007. 26




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##### Table of Contents



SECURITY
    OWNERSHIP OF MANAGEMENT
    Number of


Percent ofShares


Shares(4)William F.
    Andrews(1)



60,002




*R. Terry
    Blakemore(2)



60,000




*Roger E. M.
    Croft(2)



121,818




*Richard L.
    Crouch(1)



11,300




*Thomas W.
    Golonski(1)



22,500




*Thomas G.
    Greig(1)



43,003




*Michael
    McAndrew(2)



157,719




*Edward A.
    Nicholson, Ph.D.(1)



11,000




*Francis W.
    Wertheimber(2)



220,106




1
.2
%Fred C.
    Young(2)



1,572,588




8
.3
%All directors and executive
    officers as a group of eight
    (8) persons(3)



2,098,218




10
.8
%
    (1)
    
    Includes for Messrs. Andrews, Crouch, Golonski and Greig
    and Dr. Nicholson: 50,002, 11,000, 22,000, 37,002 and
    11,000 shares, respectively, pursuant to rights to acquire
    such shares as a result of vested options, as of March 31,
    2007 or within sixty (60) days thereafter, granted under
    the Director Plan.(2)
    
    Includes for Messrs. Blakemore, Croft, McAndrew,
    Wertheimber and Young: 60,000, 121,817, 157,718, 220,105 and
    1,433,735 shares, respectively, pursuant to rights to
    acquire such shares as a result of vested options, as of
    March 31, 2007 or within sixty (60) days thereafter,
    granted under the Employee Plan. For Mr. Young, includes
    1,611 shares held by his children or in trust for his
    children over which he has shared voting power and shared
    investment power. As noted above, one of Mr. Youngs
    vested options terminated unexercised as of April 23, 2007
    and all other options held by Mr. Young as reflected
    in this table terminated as of May 20, 2007, the date of
    his resignation.(3)
    
    Includes for all directors and executive officers as a group
    1,942,562 shares pursuant to rights to acquire such shares
    as a result of vested options as of March 31, 2007 or
    within sixty (60) days thereafter, granted under the
    Employee Plan and the Director Plan. Excludes
    Messrs. Blakemore and Croft who were not executive officers
    as of March 31, 2007.(4)
    
    Based on 17,527,227 shares outstanding as of March 31,
    2007.    *
    
    Represents less than 1% of our outstanding Common Stock. 27




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##### Table of Contents



INDEPENDENT
    PUBLIC ACCOUNTANTS
  Fees
    Billed to Us by BDO during Fiscal 2007 and Fiscal 2006
  Audit Fees: Form 10-Q Form 10-Q
  Audit-Related Fees:
  Tax Fees:
  All Other Fees:
   
  ADDITIONAL
    INFORMATION
  FORM 10-K
    ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
    COMMISSION
  Form 10-K http://www.blackbox.com
 
  SOLICITATION
    OF PROXIES
   
  STOCKHOLDER
    NOMINATIONS AND PROPOSALS
       28




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##### Table of Contents



and/or and/or and/or
   
  OTHER
    MATTERS
   29