EX-10.2



 





Exhibit 10.2



AGREEMENT




                



               This Agreement made as of this 15th day of May, 2007 by and between Black Box Corporation, a
Delaware corporation (the “Corporation”), and R. Terry Blakemore, an individual residing in the
State of Tennessee and 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






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	 	 	 	Corporation consisting of individuals other than individuals who
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 or were nominated by those individuals who 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 or were nominated by those
individuals who 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;






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





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	 	 	 	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
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.






	 	(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 Awards” 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 After 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 at any time prior to a
Change-in-Control,
	 
	 	(iii)	 	by the Executive following a Change-in-Control
other than the Executive’s having terminated for Good Reason for
Termination,
	 
	 	(iv)	 	by the Corporation at any time prior to a Change-in-Control, or
	 
	 	(v)	 	by the Corporation following a Change-in-Control in accordance with Section 2 hereof or in accordance with Retirement,






	 	 	 	then 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 second 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)   two (2.0), 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 date immediately preceding the date





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	 	 	 	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
Change-in-Control, all goals that were to be measured
after the date of the Change-in-Control 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, any reports on findings of tests, investigative





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	 	 	 	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) 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 two 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) 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) hereof, 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) hereof, then, 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.
	 
	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





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	 	 	 	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 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 renewed term
of this Agreement, then this Agreement shall remain in effect until the second 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.






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	 	(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 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 Chief Executive Officer.
	 
	 	(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





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	 	 	 	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.
	 
	 	(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 Citizen’s
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
Receipts 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.





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	 	 	 	(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 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





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	 	 	 	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 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.





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




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	BLACK BOX CORPORATION	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael McAndrew
	 	 	 	By:
	 	/s/ Fred C. Young
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	CEO	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Denette Blakemore	 	 	 	/s/ Terry Blakemore	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	R. Terry Blakemore	 	 








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