STOCK OPTION AMENDMENT AND CASH BONUS AGREEMENT
EXHIBIT 99.(a)(1)(H)
STOCK OPTION
AMENDMENT
AND
CASH BONUS AGREEMENT
AND
CASH BONUS AGREEMENT
This Stock Option Amendment and Cash Bonus Agreement (this
“Agreement”) is made and entered into by and between
Black Box Corporation, a Delaware corporation (the
“Company”), and [Insert Name]
(“Optionee”) on
this
day
of ,
2007.
RECITALS
WHEREAS, the Company previously granted Optionee each of the
options identified on Schedule I attached hereto (each an
“ Option” and, collectively, the “Options”)
to purchase shares of the Company’s common stock, par value
$.001 per share (the “Common Stock”), under the
Company’s 1992 Stock Option Plan, as amended (the
“Plan”).
WHEREAS, the Company and Optionee entered into a formal
agreement (the “Option Agreement”) evidencing each
such Option.
WHEREAS, it has been determined that each of the Options was
granted, for tax purposes, with an exercise price that was less
than the fair market value of the Common Stock on the date of
grant, resulting in potential adverse personal tax consequences
to Optionee pursuant to Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”).
WHEREAS, in order to avoid such adverse tax consequences, the
Company implemented a tender offer which allowed Optionee, with
respect to a portion of each Option identified on
Schedule I attached hereto (“Schedule I”) as
the “Covered Portion of Option” (the “Covered
Portion”), and other holders, with respect to certain
options (or portions thereof) to purchase shares of Common Stock
held by them, the opportunity to submit those options (or
portions thereof) to the Company for amendment or for
cancellation and replacement (the “Offer”).
WHEREAS, Optionee desires to amend each of the Options to
increase the exercise price per share for the unexercised
portion of the Option which is subject to Section 409A and
identified on Schedule I as the Covered Portion to the
higher exercise price per share indicated for the Covered
Portion of such Option as set forth under the column “New
Exercise Price per Share of Covered Portion Following
Amendment” on Schedule I.
WHEREAS, in order to compensate Optionee for the increased
exercise price to be in effect for the Covered Portion of each
Option, the Company is willing to pay Optionee a cash bonus in a
dollar amount equal to the aggregate increase in the exercise
price for the Covered Portion of each of the Options listed on
Schedule I, with the actual dollar amount of that bonus
(prior to deduction for any applicable tax or other withholding)
indicated as the “Total Cash Bonus” on Schedule I.
WHEREAS, Optionee has executed and delivered to the Company an
election form issued to Optionee in connection with the Offer
pursuant to which Optionee has agreed to accept the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Company and
Optionee agree as follows:
1. Increased Exercise Price. The
exercise price per share set forth in the Option Agreement for
each Option listed on Schedule I is hereby increased, with
respect to the shares subject to the Covered Portion of that
Option, to the higher exercise price per share set forth for
that Option on Schedule I under the column “New
Exercise Price per Share of Covered Portion Following
Amendment.”
2. Cash Bonus. Optionee shall
become entitled to receive a cash bonus from the Company (the
“Cash Bonus”) in the gross dollar amount indicated as
the “Total Cash Bonus” on Schedule I. Payment of
the Cash Bonus shall be made in January 2008. However, the Cash
Bonus shall be subject to the Company’s collection of all
applicable federal, state and local income and employment
withholding taxes, and Optionee
shall be paid only the net amount of the Cash Bonus remaining
after such taxes have been collected. Optionee need not remain
in the Company’s employ to receive the Cash Bonus.
3. Entire Agreement. This
Agreement, together with each Option Agreement (to the extent
not expressly amended hereby) and the Plan, represents the
entire agreement of the parties with respect to each Option, the
Covered Portion of each Option and the Cash Bonus and supersedes
any and all previous contracts, arrangements or understandings
between the parties with respect to each such Option, the
Covered Portion of each such Option and the Cash Bonus. This
Agreement may be amended only by means of a writing signed by
Optionee and an authorized officer of the Company.
4. Continuation of Option
Agreements. Except for the foregoing increase to the
exercise price per share for the Covered Portion of each Option,
no other terms or provisions of any Option Agreement for any
Option have been modified as a result of this Agreement, and
those terms and provisions shall continue in full force and
effect.
BLACK BOX CORPORATION
By: |
Name: |
Title: |
SCHEDULE I
AMENDED OPTION AND CASH BONUS
New Exercise |
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Price per Share |
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Total Number |
Exercise Price |
of Covered |
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Original |
of Shares |
Covered |
per Share |
Portion |
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Date |
Subject to |
Portion of |
Prior to |
Following |
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of Grant | Option | Option | Amendment | Amendment | Cash Bonus | ||||||||||||||||||||||
Total Cash Bonus: | |||||||||||||||||||||||||||
(Prior to applicable withholding) |