(e) Each of the actions set forth in this Item 5.02 of this Current Report on Form 8-K (this “Form 8-K”) occurred on May 24, 2017 unless otherwise noted.

The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Black Box Corporation (the “Company”) recommended that the Board approve, and the Board approved, an annual incentive bonus plan (the “FY18 Annual Incentive Plan”) under the Black Box Corporation 2008 Long-Term Incentive Plan, as amended (the “2008 Plan”), for the fiscal year ending March 31, 2018 (“Fiscal 2018”). The performance goals for the FY18 Annual Incentive Plan are, as defined below, “adjusted operating income,” “revenue” and “working capital/revenues.”

“Adjusted operating income” means operating income plus “Reconciling Items” (as defined below) and excludes net profit associated with acquired operations; “revenue” means revenue excluding the impact of currency changes and the impact of acquisitions or dispositions; and “working capital/revenues” means certain current assets minus certain current liabilities divided by revenue.

“Reconciling Items” means: (i) amortization of intangible assets, (ii) variance to budget (operating and depreciation) related to the ERP migration as approved by the Board in December 2016, (iii) restructuring expenses and (iv) for each of the following items, unplanned amounts from: (a) any non-recurring or unusual item with a cost in excess of $100,000, (b) asset write-up depreciation, (c) acquisition-related expenses, (d) the impact of expenses, settlements, judgments and fines associated with material legal matters ($500,000 or greater per matter), (e) the effect of changes in tax laws or accounting principles affecting results and (f) asset impairment.

The performance goals for the FY18 Annual Incentive Plan are weighted as follows: adjusted operating margin and working capital/revenues each at 30% and revenue at 40%. Payouts range from 50% to 200% of targeted annual bonus depending upon the level of performance. Costs/benefits incurred due to unplanned projects will not impact achievement of numbers.

The Compensation Committee retained negative discretion to decrease the amount of any award earned under the FY18 Annual Incentive Plan.

The FY18 Annual Incentive Plan provides for certain quarterly payments. The fourth quarter working capital/revenue metric will be limited, as necessary, to achieve a certain minimum adjusted operating margin percentage.

There were no changes in the base salaries or FY18 Annual Incentive Plan awards to the Company’s executive officers from the awards made in the fiscal year ended March 31, 2017. Accordingly, the Compensation Committee made, and the Board approved, targeted annual bonus awards under the FY18 Annual Incentive Plan to the Company’s executive officers as follows: E.C. Sykes, President and CEO – 50% of base salary or $650,000; David J. Russo, Senior Vice President, Chief Financial Officer and Treasurer – 60% of base salary or $222,000; and Ronald Basso, Executive Vice President – 80% of base salary or $294,000. Certain key, nonexecutive officer employees are also participating in a plan similar to the FY18 Annual Incentive Plan generally on the same terms as the executive officers but with certain metrics tied to performance of their respective business unit, as applicable.

The Compensation Committee also recommended that the Board approve, and the Board approved, a new Long-Term Incentive Program (the “FY18 LTIP”) under the 2008 Plan for the three fiscal years ending March 31, 2020 (the “Performance Period”). The FY18 LTIP is comprised of a restricted stock unit grant payable in shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), representing 20% of the award, a stock option grant representing 30% of the award and performance share awards (the “Performance Awards”) payable in shares of the Common Stock representing 50% of the award. The restricted stock units and stock options granted to the FY18 LTIP will vest in equal increments over three years. The performance goal for 50% of the Performance Awards is the Company’s performance of a cumulative adjusted EBITDA goal (the “EBITDA Goal”) and the performance goal for the remaining Performance Awards is the Company’s total shareholder return (“TSR”) relative to a peer group of companies for the Performance Period. For purposes of determining the payout of the Performance Awards: (A) the achievement of a threshold amount of the EBITDA Goal will result in a payout of 50% of the Performance Awards subject to the EBITDA Goal, the achievement of 50% of the EBITDA Goal will result in a payout of 50% of the Performance Awards subject to the EBITDA Goal and the achievement of a maximum amount of the EBITDA Goal will result in a payout of 200% of the Performance Awards subject to the EBITDA Goal; and (B) the ranking of the Company’s TSR in the 35th percentile of the peer group’s TSR will result in a payout of 50% of the Performance Awards subject to TSR, the ranking of the Company’s TSR in the 55th percentile of the peer group’s TSR will result in a payout of 50% of the Performance Awards subject to TSR, the ranking of the Company’s TSR in the 75th percentile of the peer group’s TSR will result in a payout of 150% of the Performance Awards subject to TSR and the ranking of the Company’s TSR in the 100th percentile of the peer group’s TSR