exv10w6






Exhibit 10.6




EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Judy Verses (“you”) and
Blackboard Inc. (“Blackboard”).




     WHEREAS, Blackboard desires to employ you on the terms and conditions hereinafter set forth
and you desire to accept such employment;



     NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein,
the parties agree as follows:


1. Responsibilities. Blackboard agrees to hire you as the President and COO, Bb Learn.
You shall devote your entire business time, attention, skill and energy exclusively to the business
of Blackboard and perform the responsibilities assigned to you in accordance with the standards and
policies that Blackboard may from time to time establish. With prior written notice to Blackboard,
you may engage in appropriate civic or charitable activities and devote a reasonable amount of time
to private investments or boards or other activities provided that such activities do not interfere
or conflict with your responsibilities and are not or are not likely to be contrary to Blackboard’s
interests. You and Blackboard agree that your position is essential to Blackboard’s success and
that the highest level of performance is required from you.



2. Term of Employment. Blackboard agrees to employ you, and you agree to remain in
employment with Blackboard, from July 7, 2008 until July 6, 2009 (the “Initial Term”), unless
your employment terminates earlier pursuant to Section 5 below. This Agreement shall automatically
renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial
Term, the “Term”) unless either party provides prior written notice of its intent not to renew at
least thirty (30) days prior to the first day of the applicable Renewal Term.



3. Compensation.




     (a) Base Compensation. Your annual base compensation shall initially be US$325,000
(“Base Compensation”), less applicable taxes and withholdings, payable in accordance with
Blackboard’s regular payroll practices from time to time in effect. Blackboard may review and
adjust your Base Compensation periodically.



     (b) Bonus Compensation. To be eligible to receive an annual bonus for any calendar
year, you must meet financial performance targets set by the CEO and be employed through March
31st of the following year. Your initial target bonus may be up to 50% of your Base
Compensation. The actual amount of the bonus, if any, will be determined by the CEO in the CEO’s
sole discretion. If a bonus is awarded, it will be paid in the year following that for which the
bonus is being awarded. You will receive your first bonus, if any, in 2009 for 2008. This 2008
bonus, if any, will be pro-rated.



     (c) Business Expenses. During the Term, Blackboard shall pay or reimburse you for all
ordinary and reasonable business-related expenses you incur in the performance of your duties under
this Agreement. Blackboard will reimburse you for all such expenses, in accordance with its
policies and procedures, upon the presentation by you of an itemized account of such expenditures,
together with supporting receipts and other appropriate documentation.


4. Employee Benefits.




     (a) In General. During the Term, you shall be eligible for all employee benefits that
Blackboard may provide to employees at your level, which may include, but are not limited to
benefits such as health insurance plans, a stock option plan, paid holidays and 401(k), subject in
each case to the generally applicable terms and conditions of any such plan or program in question
and to the determinations of any person or committee
administering any such plan or program. Blackboard reserves the right to modify or terminate any
such benefit at any time.



     (b) Vacation. You shall be eligible to take paid vacation during each calendar year
in accordance with Blackboard’s Employee Manual.



 









 




5. Termination of Employment. Upon the effective date of termination of your employment
with Blackboard (the “Termination Date”), you will not be eligible for further compensation,
benefits or perquisites under Sections 3 and 4 of this Agreement, other than those that have
already accrued or vested as of the Termination Date. Termination of your employment may occur
under any of the following circumstances:




     (a) Expiration of Term. Your employment will terminate if the Term provided for under
Section 2 expires pursuant to the notice requirements of Section 2; or



     (b) Termination of Employment by Blackboard. Blackboard has the right to terminate
your employment at any time with or without Cause. For all purposes under this Agreement,
(“Cause”) shall mean:



          (i) a failure by you to substantially perform your duties under this Agreement or your job
responsibilities, other than a failure resulting from your complete or partial incapacity due to
physical or mental illness or impairment;




          (ii) an act or omission by you that constitutes gross misconduct, moral turpitude or fraud;




          (iii) a conviction for, or a plea of “guilty” or “no contest” to, a
felony; or




          (iv) a material breach of any duty owed to Blackboard, including but not limited to the duties
of loyalty and confidentiality;




     (c) Resignation by You. You have the right to resign your employment with Blackboard
at any time, with or without Good Reason, provided that you may resign with Good Reason only if (i)
you provide notice of such reason for resignation to Blackboard within 90 days of the initial
existence of the condition giving rise to the Good Reason and stating that such reason will be
grounds for resignation with Good Reason, and (ii) if Blackboard fails to cure such reason within
thirty (30) days following receipt of such notice. Furthermore, any such resignation shall occur
within one (1) year of the occurrence of a Good Reason event.



          (i) For purposes of this Agreement, “Good Reason” shall mean (A) a material failure by
Blackboard to perform its obligations under this Agreement; (B) your relocation to more than 30
miles outside of the Washington, DC metropolitan area without your consent; or (C) a material
diminution of your compensation, duties or responsibilities within three (3) months of (I) a sale
or transfer of more than 50% of the total number of shares of the outstanding capital stock of
Blackboard or all or substantially all of the assets of Blackboard to a single unrelated entity or
group of affiliated entities (not related to Blackboard) in one or a series of closely related
transactions, or (II) a merger or consolidation in which Blackboard is not the surviving entity or
in which the shareholders in Blackboard prior to the merger or consolidation own less than 50% of
the shares of outstanding capital stock of Blackboard.




          (ii) During the Term, you agree to provide Blackboard ninety (90) days’ prior written notice
of your resignation, with or without Good Reason. Blackboard may in its sole discretion place you
on paid administrative leave as of any date prior to the end of such ninety (90) day notice period
and request that you no longer be present on Blackboard premises. During any period of paid
administrative leave, you will not be authorized to act as a representative, or make any statements
on behalf of, Blackboard; or




     (d) Death or Disability. Your employment shall be deemed to have been terminated by
you upon your (i) death or (ii) inability to perform your duties under this Agreement, even with
reasonable accommodation, for
more than twenty-six (26) weeks, whether or not consecutive, in any twelve-month period
(“Disability”). Termination will be effective upon the occurrence of such event.



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6. Severance Payments.




     (a) Payments and Benefits. After the first six (6) months of your Initial Term have elapsed,
if during the remainder of the Term Blackboard terminates your employment without Cause (as defined
in Section 5(b)), or you resign for Good Reason and comply with the obligations set forth in
Section 5(c), then Blackboard will pay you at the rate of your then current base compensation, less
applicable taxes and withholdings, for six months (“Severance Payments”). If, following the end of
a calendar year but prior to receiving your bonus for the completed calendar year, you are
terminated without Cause or resign for Good Reason, you shall also receive your bonus, less taxes
and withholdings, for the completed calendar year as part of the Severance Payments. The Severance
Payments shall be made over a period beginning on the Termination Date and ending six months from
such date (the “Severance Period”), to be paid on Blackboard’s regular payroll cycle during the
Severance Period; provided that if any payments would otherwise be due on or after March 15 of the
calendar year next succeeding the year in which termination occurs, then all payments that would
otherwise be due after March 15 shall be paid to you on or before March 15 of such next succeeding
year, and provided further that your bonus for the completed calendar year, if any, shall be paid
at such time in such next succeeding year as Blackboard deems appropriate, consistent with the
payment of other executives’ bonuses. If you timely apply and qualify for COBRA, Blackboard will
pay your COBRA premiums, at your current level of coverage, for six months, unless you become
covered by another employer’s health insurance, in which case the COBRA coverage will be terminated
when your new coverage commences. You agree to notify Blackboard immediately if you become covered
by another employer’s health insurance plan. To receive the Severance Payments and COBRA premiums
you must sign a release of any and all claims in the form provided by Blackboard. Such Severance
Payments and COBRA premiums shall begin at the later of (i) the first pay period following your
Termination Date or (ii) ten (10) days after you deliver the signed release to Blackboard.



     (b) Section 409A. Subject to this Section 6(b), any payments or benefits under Section 6
shall begin only upon the date of a “separation from service” as defined below which occurs on or
after the date of termination under Section 5. The following rules shall apply with respect to
distribution of the payments and benefits, if any, to be provided to you under this Section 6:



          (i) It is intended that each installment of the payments and benefits provided under Section 6
shall be treated as a separate “payment” for purposes of Section 409A of the U.S. Internal Revenue
Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither Blackboard
nor you shall have the right to accelerate or defer the delivery of any such payments or benefits
except to the extent specifically permitted or required by Section 409A;




          (ii) If, as of the date of your “separation from service” from Blackboard, you are not a
“specified employee” (each within the meaning of Section 409A), then each installment of the
payments and benefits shall be made on the dates and terms set forth in Section 6; and




          (iii) If, as of the date of your “separation from service” from Blackboard, you are a
“specified employee” (each, for purposes of this Agreement, within the meaning of Section 409A),
then:




               (A) Each installment of the payments and benefits due under Section 6 that, in accordance with
the dates and terms set forth herein, will in all circumstances, regardless of when the separation
from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall
be treated as a short-term deferral within the meaning of Treasury Regulation Section
1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this
Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of
the third month following the end of your tax year in which the separation from service occurs and
the 15th day of the third month following the end of the Blackboard’s tax year in which the
separation from service occurs; and



               (B) Each installment of the payments and benefits due under Section 6 that is not described
within Section 6(b)(iii)(A) and that would, absent this subsection, be paid within the six-month
period following your “separation from service” from Blackboard shall not be paid until the date
that is six months and one day after such separation from service (or, if earlier, your death),
with any such installments that are required to be delayed being accumulated during the six-month
period and paid in a lump sum on the date that is six months and



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one day following your separation
from service and any subsequent installments, if any, being paid in accordance with the dates and
terms set forth herein; provided, however, that the preceding provisions of this sentence shall not
apply to any installment of payments and benefits if and to the maximum extent that that such
installment is deemed to be paid under a separation pay plan that does not provide for a deferral
of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating
to separation pay upon an involuntary separation from service) or Treasury Regulation
1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Any
installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii)
must be paid no later than the last day of the second your taxable year following the taxable year
in which the separation from service occurs.



               (iv) The determination of whether and when a separation from service has occurred shall be
made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation
Section 1.409A-1(h).



               (v) All reimbursements and in-kind benefits provided under the Agreement shall be made or
provided in accordance with the requirements of Section 409A to the extent that such reimbursements
or in-kind benefits are subject to Section 409A.


7. Return of Property. Upon termination of your employment with Blackboard for any reason,
you agree to immediately return to Blackboard all equipment, credit cards and other property
belonging to Blackboard. This includes all documents and other information prepared by you or on
your behalf or provided to you in connection with performing your duties for Blackboard, regardless
of the form in which such documents or information are maintained or stored, including computer,
typed, written, imaged, audio, video, micro-fiche, electronic or any other means of recording or
storing documents or other information. You hereby warrant that you will not retain in any form
any such document or other information or copies thereof, except as provided in the following
sentence. You may retain a copy of any documents describing any rights or obligations you may have
after the Termination Date under any employee benefit plan or other agreements.



8. Confidentiality and Intellectual Property




     (a) Confidential Information. You shall not disclose or use at any time, either
during your employment or after your Termination Date, any confidential information, including, but
not limited to, the terms of this Agreement, existing and prospective investments, trade secrets or
proprietary information, strategic sourcing information or analysis, financing information and
sources, patents, patent applications, developmental or experimental work, formulas, test data,
prototypes, models, know how and product specifications, financial information, financial
projections and pro forma financial information, sales and marketing strategies, plans and programs
and product development information, employees’ and consultants’ benefits, perquisites, salaries,
stock options, compensation, formulas or bonuses, and their non-business addresses and telephone
numbers, organizational structure and reporting relationships, business plans, names, addresses,
phone numbers of customers, contracts, including contracts with clients, suppliers, independent
contractors or employees, business plans and forecasts, and existing and prospective projects or
business opportunities (“Confidential Information”) of Blackboard or its wholly-owned subsidiaries
or affiliates, whether patentable or not, which you learn as a result of your employment with
Blackboard, whether or not you developed such information. “Confidential Information” shall not
include, without limitation, information that is or later becomes publicly available in a manner
wholly unrelated to any breach of this Agreement by you as of the date it enters the public
domain. If you are uncertain whether something is Confidential Information you should treat it as
Confidential Information until you receive clarification from Blackboard that it is not
Confidential Information. Confidential Information shall remain at all times the property of
Blackboard. You may use or disclose Confidential Information only as authorized and
necessary in performing your responsibilities under this Agreement during your employment with
Blackboard; with the Chief Legal Officer’s prior written consent; in a legal proceeding between you
and Blackboard to establish the rights of either party under this Agreement, provided that you
stipulate to a protective order to prevent any unnecessary use or disclosure; or subject to a
compulsory legal process that requires disclosure of such information, provided that you have
complied with the following procedures to ensure that Blackboard has an adequate



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opportunity to
protect its legal interests in preventing disclosure. Upon receipt of a subpoena that could
possibly require disclosure of Confidential Information, you shall provide a copy of the compulsory
process and complete information regarding the circumstances under which you received it to
Blackboard by hand delivery within twenty-four (24) hours. You will not make any disclosure until
the latest possible date for making such disclosure in accordance with the compulsory process
(“Latest Possible Date”). If Blackboard seeks to prevent disclosure in accordance with the
applicable legal procedures, and provides you with notice before the Latest Possible Date that it
has initiated such procedures, you will not make disclosures of any Confidential Information that
is the subject of such procedures, until such objections are withdrawn or ruled on. You hereby
acknowledge that any breach of this Section 8(a) would cause Blackboard irreparable harm.



     (b) Outside Activities. You shall submit to Blackboard’s Chief Legal Officer, within
a reasonable time prior to dissemination, the text of any speech, professional paper, article or
similar communication created by you which relates to Blackboard’s present or future business or
research and development endeavors. The Chief Legal Officer then will notify you if the
dissemination of the communication is permitted under the terms of this Agreement.



     (c) Ownership of Confidential Information; Return of Materials. All Confidential
Information, including without limitation that which is produced by or for Blackboard by you or
anyone else, all materials embodying Confidential Information, and all copies thereof, will remain
the property of Blackboard or of the third party who has furnished it to Blackboard. On your
Termination Date, or at the written request of Blackboard at any time, you will immediately deliver
to Blackboard all materials, and copies thereof, which are in your possession or control and which
contain or are related in any way to any Confidential Information. This includes all documents and
other information prepared by you or on your behalf or provided to you in connection with your
duties while employed by Blackboard, regardless of the form in which such document or information
are maintained or stored, including computer, typed, written, imaged, audio, video, micro-fiche,
electronic or any other means of recording or storing documents or other information. You hereby
warrant that you will not retain in any form any such document or other information or copies
thereof. You may retain a copy of this Agreement and any other document or information describing
any rights you may have after the termination of your employment.



     (d) Intellectual Property.



          (i) For purposes of this Agreement the following terms will be defined as indicated:




               (A) “Inventions” shall mean inventions, ideas, formula, developments, designs, systems,
software, discoveries, and improvements to existing technology, whether or not patentable.



               (B) “Improvements” shall mean all inventions, developments, modifications, changes, whether or
not patentable, made to any Inventions and/or Confidential Information.



               (C) “Copyrighted Work” shall mean any work of authorship eligible for copyright protection
under the federal and state laws of the United States and foreign countries.



               (D) “Copyrights” shall mean any and all rights granted in Copyrighted Works under the laws of
the United States and foreign countries.



          (ii) Exclusions. An Invention, Copyright or Copyrighted Work will not be subject to
this Agreement when all the following criteria are met: (A) no equipment, supplies, facilities, or
Confidential Information of Blackboard was used in developing the Invention or Copyrighted Work or
in applying for or obtaining a patent or Copyright; (B) the Invention or Copyrighted Work was
developed entirely on your own time; (C) the Invention or
Copyrighted Work does not relate directly to the business of Blackboard or to Blackboard’s
actual or demonstrably anticipated research or development; and (D) the Invention, Copyright or
Copyrighted Work does not result from any work performed by you for Blackboard or at the request of
Blackboard. For purposes of this paragraph, “Blackboard” includes Blackboard’s wholly-owned
subsidiaries and affiliates.





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          (iii) Ownership and Assignment of Rights.




               (A) All Inventions, Improvements, or Confidential Information that you have or will conceive
or develop, either alone or with others, shall be the exclusive property of Blackboard. You hereby
assign, and agree to assign, to Blackboard your entire right, title, and interest in and to (I) any
and all such Improvements and Inventions, (II) any and all applications for patent, domestic and
foreign that may be filed on said Improvements and Inventions, and (III) any and all patents that
may issue or be granted on such applications, except those excluded under Section 8(d)(ii) of this
Agreement. Both during your employment and after your Termination Date you will on request
immediately sign and deliver to Blackboard without further consideration any and all documents
necessary to perfect the assignments granted in this Section.



               (B) You understand and agree that all Copyrighted Works conceived, developed, created or
contributed to by you shall be considered works made for hire under the copyright laws of the
United States and shall be the exclusive property of Blackboard. Blackboard shall be considered
the author of such Copyrighted Works. You further understand and agree that in the event any
Copyrighted Work created by you within the scope of, or in connection with, your work with
Blackboard, or at the request of Blackboard, fails to meet the legal requirements of a work made
for hire owned by Blackboard, then this Agreement shall operate to assign to Blackboard all of your
rights, title, and interest, including copyrights, in, to and under such Copyrighted Works.
Blackboard shall have sole and absolute discretion to register, enforce, and/or assign Copyrights
for such Copyrighted Works.



          (iv) Assistance and Designation of Agent.




               (A) Both during your employment and after your Termination Date, you will on request
immediately sign and deliver to Blackboard without further consideration, all instruments in
writing requiring your signature and deemed by Blackboard to be necessary or advisable in, or in
connection with, filing or prosecuting of any application for any patent covering Improvements,
Inventions or any divisional, continuing, renewal or reissue application or reexamination request
based upon any application for patent. In the event that Blackboard is unable for any reason
whatsoever to secure your signature to any lawful and necessary documents required to apply for or
execute any patent application with respect to such idea, process, development, design, system,
program, discovery, invention, improvement or writing (including renewals, extensions,
continuations, divisions or continuations in part thereof), you hereby irrevocably designate and
appoint Blackboard and its officers and agents, as your agents and attorneys-in-fact to act for and
on your behalf and instead of you, to execute and file any such application and to do all other
lawfully permitted acts to further the prosecution and issuance of patents thereon with the same
legal force and effect as if executed by you.



               (B) You will aid Blackboard promptly on request, and without further consideration, in any
matter pertaining to or relating to the protection of any of the Improvements, Inventions,
applications for patents covering Inventions or Improvements, and/or Copyrighted Works. If such
request is made after your employment has ended, Blackboard will reimburse you for any expenses
incurred and compensate for any services rendered in complying with such request at the same rate
at which you were compensated during the final month of your employment.


9. Non-Solicitation/Non-Competition.



During your employment and for one (1) year following your Termination Date (the “Restricted
Period”) you will not, except with prior written approval of Blackboard’s Chief Legal Officer,
directly or indirectly, individually or as part of or on behalf of any other person, company,
employer or other entity: (a) hire or attempt to solicit for hire, or encourage to end their
relationship with Blackboard, any persons who have been employed by Blackboard at any
time within the preceding six (6) months; (b) sell or otherwise provide, or solicit for the
purposes of selling or otherwise providing, services or products that are similar or related to
those sold by Blackboard as of the Termination Date to any person or entity that has within the
twelve (12) months preceding the Termination Date purchased any such services or products from
Blackboard and with whom you had direct contact on behalf of


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Blackboard during that time; or (c)
own, manage, operate, control, be employed by, participate in, work in, advise, consult or contract
with, or support in any manner any Competing Organization.



For purposes of this Agreement, “Competing Organization” means any person or organization engaged
in or about to become engaged in the business of creating, developing, marketing or selling
products or services competitive to Blackboard’s products or services, within the geographical area
in which Blackboard is either (1) engaged in business; or (2) actively marketing or has made a
significant investment in time and money to prepare to market its products or services. This is
limited to any person or organization, which is in existence or under development, whose services
compete, directly or indirectly, with a product, process or service upon which or with which you
have worked for Blackboard or about which you acquired Confidential Information.



You agree that these provisions are necessary to protect Blackboard’s legitimate business
interests. You acknowledge that by virtue of holding a high level position at Blackboard, you have
access to and substantial information regarding Blackboard Confidential Information and other
strategic business activities and that if you held a position for a Competing Organization, it is
likely that (a) you would use or disclose the knowledge you learned while working for Blackboard,
or (b) it would appear to interested third parties that you were using or disclosing such knowledge
to your new employer. You warrant that the provisions will not unreasonably interfere in your
ability to earn a living or to pursue your occupation after the Termination Date. You agree to
notify any person or entity to which you provide services during the Restricted Period of your
obligations under this Section 9.



You agree that during the Restricted Period, you will give notice to the Company of each new
business activity you plan to undertake, at least (10) business days prior to beginning any such
activity. The notice shall state the name and address of the individual, corporation, association
or other entity or organization (“Entity”) for whom such activity is undertaken and the name of
your business relationship or position with the entity. You further agree to provide the Company
with other pertinent information concerning such business activity as the Company may reasonably
request in order to determine your continued compliance with your obligations under this Agreement.
You agree to provide a copy of this Agreement to all persons and Entities with whom you seek to be
hired or do business before accepting employment or engagement with any of them.



10. Non-Disparagement.You agree to refrain from making any derogatory or defamatory
remarks or comments that may disparage Blackboard, or any officer, employee or agent of Blackboard
during your employment or after your Termination Date.



11. Other Obligations. You warrant that you are not subject to any other obligations
that would conflict with or inhibit your ability to perform your duties under this Agreement. You
represent that you have disclosed to Blackboard the existence and contents of all covenants not to
compete that you have entered into with any other entity. You further warrant that you have not
and will not bring to Blackboard or use in the performance of your responsibilities at Blackboard
any equipment, supplies, facility or trade secret information (that is not generally available to
the public) of any current or former employer or organization other than Blackboard to which you
provided services, unless you have obtained written authorization for their possession and use.



12. Miscellaneous Provisions.




     (a) Notices. Unless otherwise provided herein, any notice or other communication
required to be given under the terms of this Agreement must be in writing and must be personally
delivered (i.e., left with an individual 18 years of age or older) or sent by overnight delivery.
Documents sent by overnight delivery will be presumed received on the next business day following
the day sent.



	 	 	 
	If notice is to be sent to Blackboard, it will be sent to:

	 	If notice is to be sent to you, it will be sent to the
address that Blackboard has on file for you at the
time the notice is to be sent.
	Matthew Small, Esq.

Blackboard Inc.

650 Massachusetts Ave., NW, 6th Floor

Washington, DC 20001-3796
	 	 






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	With a copy to:
	 	 
	 
	 	 
	Douglas B. Mishkin, Esq.

Patton Boggs, LLP

2550 M Street, NW

Washington, DC 20037
	 	 






     (b) Dispute Resolution. You and Blackboard agree that any dispute between you and
Blackboard will be finally resolved by binding arbitration in accordance with the Federal
Arbitration Act (“FAA”). You and Blackboard agree to follow the Dispute Resolution Procedures set
forth in Attachment A to this Agreement.



     (c) Effect of Termination. Notwithstanding any termination or expiration of this
Agreement, the rights and obligations under this Agreement, which by their nature should survive,
will remain in effect after the termination or expiration of this Agreement.



     (d) Nature of Agreement. This Agreement and the attachment hereto constitute the
entire agreement between you and Blackboard and supersede all prior agreements and understandings
between you and Blackboard relating to the matters covered by this Agreement. Any long-term equity
incentives between Blackboard and you shall be contained in a separate agreement. In making this
Agreement, the parties warrant that they did not rely on any representations or statements other
than those contained in this Agreement. No modification of or amendment to this Agreement will be
effective unless in writing and signed by the Chief Legal Officer or Vice President for Human
Resources of Blackboard. A delay or failure by Blackboard to exercise any right that is the
subject of this Agreement will not be construed as a waiver of that right. A waiver of a breach on
any one occasion will not be construed as a waiver of any other breach. Regardless of the choice
of law or conflict of law provisions of the District of Columbia, the State of Delaware or any
other jurisdiction, the parties agree that this Agreement shall be otherwise interpreted, enforced
and governed by the laws of the State of Delaware. This Agreement will continue in effect until
all obligations under it are fulfilled. If any part of this Agreement is held by a court of
competent jurisdiction to be void or unenforceable, the remaining provisions shall continue with
full force and effect. This Agreement is not assignable by you. This Agreement is binding on you
with respect to Blackboard, its successors or assigns. This Agreement may be executed in any
number of counterparts each of which shall be an original, but all of which together shall
constitute one instrument. The headings in this Agreement are for convenience only and shall not
effect the interpretation of this Agreement. You further certify that you fully understand the
terms of this Agreement and have entered into it knowingly and voluntarily.



     (e) Section 409A. This Agreement is intended to comply with the provisions of Section
409A and the Agreement shall, to the extent practicable, be construed in accordance therewith.
Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and
to the extent required in order to comply with Section 409A. Notwithstanding the foregoing, to the
extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with
Section 409A, then neither Blackboard, the Board of Directors nor its or their designees or agents
shall be liable to you or any other person for any actions, decisions or determinations made in
good faith.


IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
Blackboard by its authorized officer, as of the day and year set forth under their signatures
below.




	 	 	 	 	 	 	 
	 	 	Blackboard Inc.
	 
	 	 	 	 	 	 
	/s/ Judy Verses

	 	By:
	 	/s/ Michael Chasen	 	 
	 

	 	 	 	 	 	 
	Judy Verses

	 	 	 	Michael Chasen, CEO and President	 	 
	 
	 	 	 	 	 	 
	Date: July 2, 2008

	 	 	 	Date: July 2, 2008	 	 







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