EX-10.2






Exhibit 10.2




BLACK BOX CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT

2008 LONG-TERM INCENTIVE PLAN




	 	 	 	 	 
	Employee–Optionee:

	 
 








	 	 	 	 	 
	Number of shares of

Common Stock (as defined below)

subject to this Option Agreement:

	
 







Vesting Dates (as defined below): one-third (1/3) of the number of Option Shares (as
defined below) shall vest on the first one-year anniversary of the Grant Date (as defined below)
and on each of the two (2) subsequent one-year anniversaries of the Grant Date.



Pursuant to the Black Box Corporation 2008 Long-Term Incentive Plan (the “Plan”), the Compensation
Committee of the Board of Directors (the “Board”) of Black Box Corporation (the “Company”) has
granted to you a Nonqualified Stock Option (as defined in the Plan) to purchase the number of
shares of the Company’s common stock, $.001 par value (“Common Stock”), set forth above (the
“Option”). Such number of shares (as such may be adjusted as described in Section 9 below or
pursuant to the terms of the Plan) is herein referred to as the “Option Shares.” This Option is
not an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”), and may not be treated as such for tax purposes by you or the
Company. Additional terms and conditions of this Option are set forth below.




          1.      Date of Grant. This Option was granted to you on [month, day, year] (the
“Grant Date”).



          2.      Termination of Option. Your right to exercise this Option (and to purchase the
Option Shares) shall expire and terminate in all events on the earlier of (i) the date which is ten
(10) years from the Grant Date (the “Expiration Date”) or (ii) the date determined in accordance
with Section 8 below in the event you cease to be employed by the Company or any parent, subsidiary
or affiliate of the Company (such entities hereinafter referred to as the “BB Group”).



          3.      Option Price. The purchase price to be paid upon the exercise of this Option or
any part of it will be
$[exercise
price] per Option Share (the “Option Price”).



          4.      Vesting
Provisions - Entitlement to Exercise the Option and Purchase Option Shares.
You may not exercise this Option in whole or in part prior to the first one-year anniversary of
the Grant Date. On such date and on each of the two (2) succeeding one-year anniversaries of that
date (each date being referred to as a “Vesting Date”), you shall become entitled to exercise this
Option with respect to 33 1/3% of the Option Shares. Notwithstanding the foregoing, you shall
become entitled to exercise this Option as to all Option Shares, to the extent that you did not
theretofore do so, upon your death or “disability” (as described in Section 22(e)(3) of the Code)
or in the event of a change-in-control (as defined in the Plan).



Strictly Private and Confidential


REV:
6/2009




 









 






          5.      Additional Provisions Relating to Exercise.



	 
	 	(a)	 	Once you become entitled to exercise this Option or any part of
it (and purchase Option Shares) as provided in Section 4 hereof, that right will
continue until the date on which this Option expires or is terminated pursuant
to Section 2 hereof.
	 
	 	(b)	 	The Committee (as defined in the Plan) may amend, modify or
terminate this Option in accordance with the terms and conditions of the Plan.





          6.      Exercise of Option. To exercise the Option, you must deliver a completed copy of
the attached Option Exercise Form (Exhibit A hereto) to the address indicated on the Form,
specifying the number of Option Shares being purchased as a result of such exercise, together with
payment of the full Option Price for the Option Shares being purchased as a result of such
exercise. Payment of the Option Price must be made in cash (including broker-assisted cashless
exercise as specified in the Option Exercise Form), by certified check or by delivery of that
number of shares of previously-owned Common Stock having a fair market value equal to the exercise
price applicable to that portion of the Option being exercised by the delivery of such shares. You
must also pay any withholding taxes resulting from exercise of the Option before a stock
certificate will be issued to you. You must deliver the properly-completed Option Exercise Form
along with the appropriate payment due in order to exercise this Option.



          7.      Transferability of Option. This Option may not be assigned or transferred,
hypothecated or encumbered, in whole or in part, either directly or by operation of law or
otherwise, including, but not limited to, by execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner; provided, however, the Committee may permit a transfer to a
Permitted Transferee (as defined in the Plan).




          8.      Termination of Employment.




	 
	 	(a)	 	In the event that you cease to be employed by any member of the
BB Group by reason of disability or in the event that you retire (at such age or
upon such conditions as shall be specified by the Board), this Option may only
be exercised within three (3) years after the date you cease to be so employed,
and only to the same extent that you were entitled to exercise this Option on
the date you ceased to be so employed by reason of such disability or
retirement, and did not theretofore do so.
	 
	 	(b)	 	In the event that you are dismissed from your employment with any
member of the BB Group other than for cause (as defined in Section 11 of the
Plan), this Option may only be exercised within three (3) months after the date
you cease to be so employed, and only to the same extent that you were entitled
to exercise this Option on the date you ceased to be so employed, and did not
theretofore do so.
	 
	 	(c)	 	In the event that you die while employed with any member of the
BB Group, or during the three (3) year period following your disability or
retirement in (a) above, or during the three (3) month period following your
termination other than for cause in (b) above, this Option 





Strictly Private and Confidential




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	 	 	 	may only be exercised within three (3)
years from your date of death by your legal representative or such other person
who acquired the Option by bequest or inheritance or reason of your death, and
only to the same extent you were entitled to exercise this Option on your date of
death, and did not theretofore do so.
	 
	 	(d)	 	In the event that you voluntarily terminate your employment with
the BB Group, or are discharged for cause (as defined in Section 11 of the
Plan), this Option shall terminate immediately upon the occurrence of such
event.
	 
	 	(e)	 	Notwithstanding any provision contained in this Section 8 to the
contrary, in no event may this Option be exercised to any extent by you after
the Expiration Date.





          9.      Adjustments. Adjustments to this Option may be made in accordance with the terms
and conditions of the Plan.



        10.      Continuation of Employment. Neither the Plan nor this Option shall confer upon
you any right to continue in the employ of the BB Group, or limit in any respect the right of the
BB Group to terminate your employment at any time.



        11.      Plan Documents. This Option is issued pursuant to and is subject to the
provisions of the Plan. This Option Agreement is qualified in its entirety by reference to the
Plan itself, which is incorporated herein by reference, and a copy of which may be obtained from
the office of the Company’s General Counsel at any time. In the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms
and conditions of the Plan shall prevail and control.



        12.      Section 409A. This Option is intended to be excepted from coverage under Section
409A of the Code (“Section 409A”), which deals with nonqualified deferred compensation, and shall
be administered, interpreted and construed accordingly. The Company may, in its sole discretion
and without your consent, modify or amend the terms of this Option Agreement, impose conditions on
the timing and effectiveness of the exercise of the Option by you or take any other action the
Company deems necessary or advisable to cause the Option to be excepted from Section 409A (or to
comply therewith to the extent the Company determines it is not excepted). Notwithstanding the
foregoing, you recognize and acknowledge that Section 409A may impose upon you certain taxes or
interest charges for which you are and shall remain solely responsible.





Strictly Private and Confidential



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Please acknowledge your acceptance and agreement to the terms of this Option Agreement by signing
this Option Agreement in the space provided below and returning it promptly to the Company.




	 	 	 	 	 
	 	 Black Box
Corporation


	 
	 	 By:	 	 
	 	 	 	 
	 	 	 	 
	 


I accept and agree to the terms of the Option as set forth herein.




	 	 	 	 	 
	Employee–Optionee

	 	 	Date
	 
	 

	 	 
	 




Strictly Private and Confidential




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EXHIBIT A






BLACK BOX CORPORATION

NONQUALIFIED STOCK OPTION EXERCISE FORM




	 	 	 
	Steve
Macurak
	 	Fax: 724-873-6502






Manager, Human Development

Black Box Corporation

1000 Park Drive

Lawrence, PA 15055




Dear Steve:


I hereby exercise the following Nonqualified Stock Options granted to me under Black Box
Corporation’s 2008 Long-Term Incentive Plan to purchase shares of the common stock, par value $.001
per share (the “Common Stock”), of Black Box Corporation (the “Company”):




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	I
elect to (indicate using a check mark
(ü )):	 
	 	 	 	 	 	 	 	 	 	 	Sell all shares upon	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	exercise in accordance	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	with my instructions to	 	 	Sell a portion of the	 	 	Exercise options and  	 
	 	 	 	 	 	 	 	 	 	 	my broker (cashless -	 	 	shares (to cover	 	 	retain shares (see	 
	 	Grant	 	 	Exercise	 	 	# of Shares	 	 	proceeds net of exercise	 	 	exercise price and	 	 	below for additional	 
	 	Date	 	 	Price	 	 	to Purchase	 	 	price and taxes)	 	 	taxes)	 	 	information)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 




For Exercise of Options and Retain Shares (ONLY):



Enclosed is my check for $                     to cover exercise price and taxes.



The share certificates should be issued to (Not Required for Cashless Exercises):




	 	 	 
	 

	 	 
	Full Name (print)

	 	Street Address
	 
	 	 
	 

	 	 
	Social Security Number

	 	City, State, Zip
	 
	 	 
	 

	 	 
	Office

	 	Manager





I acknowledge that I have received and reviewed a copy of the Company’s Prospectus concerning
Common Stock issuable under the Company’s 2008 Long-Term Incentive Plan. I have also received and
reviewed a copy of the Company’s Annual Report to Stockholders and the Company’s Proxy Statement
for the most recent fiscal year.




 









 







This Exercise Form shall terminate and have no force or effect with respect to any transaction that
has not been effected prior to the end of the current trading window period under the Company’s
policy entitled “Purchase and Sale of Company Securities.”




Sincerely,




	 	 	 
	 

Employee–Optionee

	 	 







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