Exhibit 10.2



 






Exhibit 10.2




BLACK BOX CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT





			
	Employee-Optionee:	
 










			
	Number of shares of

Common Stock (as defined below)

subject to this Option Agreement:	


 








Vesting Dates: All Options Shares (as defined below) are vested as of
the Grant Date (as defined below).



Pursuant
to the Black Box Corporation 1992 Stock Option Plan (the
“Plan”), the stock option committee of
the Board of Directors of Black Box Corporation (the “Company”) has granted to you a Non-Qualified
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 on a full-time basis by the Company or a
subsidiary corporation or parent corporation of the Company as such terms are defined in the Plan
(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 exercise this Option in whole or in part at any time from and after the Grant Date.



     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 Board of Directors of the Company (or the stock option committee),
in its sole discretion, may terminate the Plan and the Option at any time.





 




					
	 
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     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, 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 transferred by you (other than
by will or the applicable laws of descent and distribution), and may be exercised during your
lifetime only by you.



     8. Termination of Employment.




	 	(a)	 	In the event that you cease to be employed by any member of the
BB Group on a full-time basis by reason of “disability” (as defined in Section
22(e)(3) of the Code), this Option may only be exercised within one (1) year
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, and did not theretofore do so.
	 
	 	(b)	 	In the event that you retire (at such age or upon such conditions as
shall be specified by the Board of Directors) or are dismissed from your
employment with any member of the BB Group other than for cause (as defined in
Article XI 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 on a full-time basis
with any member of the BB Group, or during the one (1) year period following
your disability in (a) above, or during the three (3) month period following
your retirement or termination other than for cause in (b) above, this Option
may only be exercised within one (1) year 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 Article XI of the Plan),
this Option shall terminate immediately upon the occurrence of such event.





 




					
	 
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	 	(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. If the total number of outstanding shares of Common Stock of the
Company shall be increased or decreased or changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation through
reorganization, merger or consolidation, recapitalization, stock split, combination or exchange of
shares, or declaration of any dividends payable in stock, the unexercised portion of the Option
Shares covered by this Option may be appropriately adjusted by the
Board of Directors or the stock option
committee as to the number or kind of shares (to the nearest possible full share) and price per
share thereof in order to preserve your proportionate interest in the Company and in order that the
aggregate option price shall remain unchanged.



     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 Agreement is qualified in its entirety by reference
to the Plan itself, a copy of which is attached hereto as Exhibit B, or which may be obtained from
the office of the Chief Executive Officer at any time.


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:  	 	 
	 	 	Fred C. Young 	 
	 	 	Chief Executive Officer 	 
	 


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




	 	 	 
	 
	 	 
	 

	 	 
	Employee-Optionee

	 	Date






 



					
	 
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