STOCK OPTION CANCELLATION AND REGRANT AGREEMENT
EXHIBIT 99.(a)(1)(I)
This Stock Option Cancellation and Regrant 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 (the “Date of Grant”).
RECITALS
WHEREAS, the Company previously granted Optionee each of the
options (each a “Prior Option” and, collectively, the
“Prior Options”) identified on Schedule I
attached hereto (“Schedule I”) 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 (each a “Prior Option Agreement”) evidencing
each such Prior Option.
WHEREAS, it has been determined that each of the Prior 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.
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 Prior Option identified on
Schedule I as the “Number of Shares Subject to
Canceled Portion” (the “Canceled 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, pursuant to this Agreement, to cancel
the Canceled Portion of each Prior Option and to replace the
Canceled Portion of each Prior Option with a new option (each a
“New Option” and, collectively, the “New
Options”) granted on the Date of Grant, which New Option
shall have exactly the same terms as the respective Canceled
Portion of the Prior Option replaced by such New Option,
including the same number of shares, exercise price per share,
vesting schedule and expiration date, but with a new grant date
of the Date of Grant.
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. Cancellation and Regrant of
Option. The Canceled Portion of each Prior Option is
hereby terminated, and Optionee is hereby granted, pursuant to
this Agreement, a New Option under the Plan in replacement of
the Canceled Portion of each such Prior Option. The Canceled
Portion of each Prior Option represents the outstanding portion
of the Prior Option which was not vested as of December 31,
2004. Each New Option shall have exactly the same terms as the
respective Canceled Portion of the Prior Option replaced by such
New Option, including the same number of shares, exercise price
per share, vesting schedule and expiration date, but with a new
grant date of the Date of Grant. Optionee hereby acknowledges
and agrees that Optionee has no further right, title or interest
in or to the Canceled Portion of each Prior Option and that
Optionee no longer has any right or entitlement to purchase any
shares of Common Stock or other capital stock of the Company
under the Canceled Portion of each Prior Option.
2. Entire Agreement. This
Agreement, together with any Prior Option Agreement, other than
the Canceled Portion of any Prior Option Agreement canceled
hereby, and the Plan, represent the entire agreement of the
parties with respect to the Prior Options, the Canceled Portion
and each New Option, and supersedes any and all previous
contracts, arrangements or understandings between the parties
with respect to such Prior Options. This Agreement may be
amended only by means of a writing signed by Optionee and an
authorized officer of the Company.
3. Continuation of Option
Agreements. Except for the foregoing cancellation of
the Canceled Portion of each Prior Option and grant of each New
Option pursuant to this Agreement, no other terms or provisions
of the agreements related to any Prior 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
PRIOR
OPTION INFORMATION
Number of |
||||||||||||||||||||||
Total Number of |
Shares Subject |
|||||||||||||||||||||
Original Date of |
Shares Subject |
to Canceled |
||||||||||||||||||||
Grant | to Option | Portion | Exercise Price | Expiration Date | ||||||||||||||||||