Black Box Corporation Director Compensation Summary

Summary

Black Box Corporation's Board of Directors compensation includes an annual retainer of $70,000 for each director, with additional annual retainers of $15,000 for committee chairpersons and $75,000 for the non-executive Chairperson, all paid quarterly. Non-employee directors receive stock option grants for 30,000 shares vesting in one year, instead of restricted stock units, due to company performance and share availability. Directors are also covered by liability insurance and reimbursed for meeting-related expenses.

EX-10.17 2 exhibit1017_directorcompxf.htm EXHIBIT 10.17 Exhibit

Exhibit 10.17

Summary of Director Compensation

The Board of Directors (the "Board") of Black Box Corporation (the "Company"), upon the recommendation of the Nominating & Governance Committee of the Board (the "Governance Committee") on the advice of its compensation consultants as to prevailing Board practices, are paid an annual retainer to $70,000, payable quarterly.

The Chairpersons of each of the Audit Committee of the Board, Compensation Committee of the Board and Governance Committee each receive an annual retainer of $15,000, payable quarterly. The non-executive Chairperson of the Board receives an annual retainer of $75,000, payable quarterly.

In recent years, each non-employee director also received an immediately-vested restricted stock unit award with a value of approximately $100,000. Due to Company performance and the limited number of shares available under the Company’s incentive plan, this year each non-employee director received a stock option grant for 30,000 shares vesting in one year and with an exercise price of $2.85 per share. Such options had a Black Scholes value on grant of approximately $46,000.

The Company maintains directors' and officers' liability insurance. Directors also are reimbursed customary expenses for attending meetings of the board of directors, board committees and stockholders.