Black Box Corporation (NASDAQ:BBOX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Black Box Corporation (NASDAQ:BBOX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April 24, 2017, Black Box Corporation (the Company) announced
that its Board of Directors (the Board) appointed Mr. David J.
Russo as Senior Vice President, Chief Financial Officer and
Treasurer of the Company, effective immediately (and, in those
roles, he will serve as the Company’s principal financial officer
and principal accounting officer). Mr. Russo succeeds Mr. Anthony
J. Massetti in these positions. The Company previously announced
Mr. Massettis intention to depart the Company.
Mr. Russo, age 58, most recently served as the Senior Vice
President, Chief Financial Officer and Treasurer of L. B. Foster
Company (a manufacturer and distributor of products and services
for transportation and energy infrastructure) since 2002. He
previously served as Corporate Controller of WESCO International
Inc. from 1999 to 2002. Mr. Russo holds a B.B.A. in accounting from
Notre Dame University.
In connection with Mr. Russos appointment as Senior Vice President,
Chief Financial Officer and Treasurer of the Company, the Company
entered into an offer letter and the Companys standard executive
officer agreement with Mr. Russo.
to the offer letter, Mr. Russo will be paid an annual base salary
of $370,000. It is expected that, subject to Board approval, he
will be eligible to receive an annual bonus with a target bonus
equal to 60% of his annual base salary and a long-term incentive
with a target payout of 150% of his base salary. As an officer, he
will be entitled to the benefit of the Companys directors and
officers insurance.
The standard executive officer agreement provides for certain
benefits in the event of a qualifying termination of his employment
following a change-in-control of the Company (a so-called double
trigger agreement). The agreement does not provide any severance
benefits prior to a change-in-control of the Company and does not
provide for any tax gross-up of severance payments. The agreement
contains provisions regarding non-competition, confidentiality and
intellectual property. The original term of the agreement is five
(5) years with an automatic renewal on a one-year basis thereafter
absent notice of non-renewal six (6) months prior to the renewal
date; provided, however, that if a change-in-control occurs during
the initial or any renewal period, the agreement will survive until
the second anniversary of the date of the change-in-control.
Mr. Russo will receive an initial equity grant of time-based
restricted stock units with a grant date value of $200,000. These
restricted stock units vest in three (3) equal annual installments.
These summaries are qualified in their entirety by reference to the
offer letter and agreement with Mr. Russo attached hereto as
Exhibits 10.1 and 10.2 and incorporated herein by reference
thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.>
Exhibit No.
Description
10.1
Offer Letter between the Company and David J. Russo
dated March 20, 2017
10.2
Agreement between the Company and David J. Russo
dated April 24, 2017
99.1
Press release dated April 24, 2017


About Black Box Corporation > (NASDAQ:BBOX)

Black Box Corporation is a technology solutions provider. The Company is engaged in designing, building, managing and securing the information technology (IT) infrastructure. Offerings under the Company’s Products platform include IT infrastructure, specialty networking, multimedia and keyboard/video/mouse (KVM) switching. Offerings under its Services platform include unified communications, data infrastructure and managed services. It conducts business globally and manages its business on a geographic-service type basis consisting of four segments: North America Products, North America Services, International Products and International Services. The offerings of its Products platform are distributed through value-added resellers, direct marketing manufacturers, mass merchandisers, Web retailers and others. The offerings of its Services platform are distributed through value-added resellers, manufacturers and large system integrators, among others.

Black Box Corporation > (NASDAQ:BBOX) Recent Trading Information

Black Box Corporation > (NASDAQ:BBOX) closed its last trading session up +0.30 at 10.25 with 110,161 shares trading hands.

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