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EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of
September 15, 2003 by and between BLACKBOARD INC., a Delaware corporation (the
“Company”), and ANDREW H. ROSEN (the “Employee”).



RECITALS




	A.	 	The Company desires to retain Employee to provide the services
hereinafter set forth.
	 
	B.	 	Employee is willing to provide such services to the Company on the terms
and conditions hereinafter set forth.
	 
	C.	 	The Company and the Employee will enter into a Shareholders’ Agreement in
the event that the Employee is granted option to purchase any stock of the
Employer.





AGREEMENT


In consideration of the promises and the terms and conditions set forth in this
Agreement, the parties agree as follows:





	1.	 	Employment and Term. The Company agrees to employ the Employee and the
Employee agrees to work for the Company, subject to the terms and
conditions below, for a term of one (1) years, from the date hereof. This
Agreement shall automatically renew, unless one party gives notice to the
other 60 days in advance of termination.
	 
	2.	 	Compensation; Benefits. Subject to the terms and conditions of this
Agreement, the Company shall pay to the Employee a base salary as set
forth on Schedule A, attached hereto and made a part hereof, payable in
accordance with the Company’s regular payroll policies. In addition to
this base salary, the Employee shall be entitled to the benefits and
bonuses described on Schedule A, subject to the terms and conditions
described therein. In addition, the Employee shall be entitled to receive
such other benefits including, but not limited to, vacation, holidays and
sick leave, as the Company generally provides, to its employees holding
similar positions as that of the Employee. Notwithstanding the foregoing,
the Company reserves the right to adopt, amend or discontinue any employee
benefit plan or policy in accordance with then-applicable law
	 
	3.	 	Business Expenses. The Company shall reimburse the Employee during the
term of this Agreement for travel, entertainment and other expenses
reasonably incurred by the Employee on behalf of the Company pursuant to
the Company’s expense reimbursement policy for its Senior Executives.





 









 






	4.	 	Title; Duties. The Employee shall be initially employed as Executive
Vice President, Corporate Development & General Counsel, Managing Director, International, reporting directly to the Chief Executive Officer. The Employee
shall diligently and conscientiously devote his full time and attention
and his best efforts to discharge the duties assigned to him by the
Company. The Employee shall perform such duties as may be assigned to him
from time to time by the Company.
	 
	5.	 	Right to Contract; Conflict of Interest. The Employee hereby represents
and warrants to the Company that (i) he has full right and authority to
enter into this Agreement and to perform his obligations hereunder, and
(ii) the execution and delivery of this Agreement by the Employee and the
performance of the Employee’s obligations hereunder will not conflict with
or breach any agreement, order or decree to which the Employee is a party
or by which he is bound. During the term of this Agreement, the Employee
shall not directly or indirectly consult, advise, be retained or employed
by, or in any manner perform any service with any other business or entity
in any line of business, regardless of whether such line of business is
competitive with the Company’s business, without first obtaining consent
in writing from the Company.
	 
	6.	 	Transfer by Company. If at any time during the term of this Agreement,
the Company transfers the Employee to another location, the Company will
reimburse the Employee for all reasonable relocation expenses incurred as
a result of such transfer. In the event that the Employee terminates this
Agreement without cause pursuant to Section 9 hereof after
any such transfer, or this Agreement is terminated for any reasons, the Company shall reimburse all expenses incurred by Employee for relocating back to the District of Columbia area.
	 
	7.	 	Termination by the Company.






	(a)	 	The Company shall have the right to terminate this Agreement with or
without cause at any time during the term of this Agreement by giving
written notice to the Employee. The termination shall become effective on
the date specified in the notice, which termination date shall not be a
date prior to the date ten (10) days following the date of the notice of
termination itself. In the event that the Employee is terminated for
Cause (as defined below), the Company shall pay the Employee the salary
due him under this Agreement through the day on which such termination is
effective. In the event that the Employee is terminated without cause,
the Company shall, subject to the provisions of this Agreement:






(i) pay to the Employee within thirty (30) days of termination of
employment a lump sum cash payment equal to his annual base salary based
on his highest



 









 






annual base salary for the three year period prior to the Termination
date, earned bonus through the end of and including the then current
quarter, expense reimbursements and fringe benefits other than any
entitlement to bonus, set forth on Schedule A, in a lump sum or in
accordance with normal payroll practices, at the Company’s option; and




(ii) maintain and provide for a period of (A) six (6) months from the
date of termination or (B) the date of the Employee’s full-time
employment by another employer (provided that the Employee is entitled
under the terms of such employment to benefits substantially similar to
those made available to the Employee by the Company), at no cost to the
Employee, the Employee’s continued participation in all group insurance,
life insurance, health and accident, disability and other employee
benefit plans, programs and arrangements in which the Employee was
entitled to participate immediately prior to the date of termination
(other than stock option plans of the Employer), provided that in the
event that the Employee’s participation in any plan, program or
arrangement as provided in this subparagraph (B) is barred or during such
period any such plan, program or arrangement is discontinued or the
benefits thereunder are materially reduced, the Employer shall arrange to
provide the Employee with benefits substantially similar to those which
the Employee was entitled to receive under such plans, programs and
arrangements immediately prior to the Employee’s date of termination.




     (b) For purposes of this Section 7. “Cause” shall mean (i)
any willful gross misconduct by Employee which materially injures the Company which breach is not cured within a reasonable period following not less than 30
days prior written notice thereof to Employee, (ii) a course of conduct by Employee which involves material failures to perform his duties satisfactorily over
a period of time, where there has been repeated counseling by the
Board or appropriate committee thereof, and following not less than
thirty (30) days’ prior
written notice thereof to employee and a reasonable opportunity to cure, or (iii) conviction of a felony involving moral turpitude.  No act or omission shall
be considered “willful” if it is done by Employee in good faith and with reasonable belief that it was in the best interest of the Company.



	(c)	 	In the event the Employee disputes in writing any termination for Cause
(after the Employee receives the grounds for termination from the
Company’s Board of Directors), the Company shall pay the Employee full salary
(including any earned bonuses or fringe benefits) for a period of no more
than three (3) months while the Company





 









 






and the Employee attempt to resolve such dispute in good faith.




	8.	 	Termination by Death or Disability of the Employee.






	(a)	 	In the event of the Employee’s death during the term of this Agreement,
all obligations of the parties hereunder shall terminate immediately, and
the Company shall pay to the Employee’s legal representatives the salary
(and any earned bonuses) due the Employee through the day on which his
death shall have occurred.
	 
	(b)	 	If the Employee is unable to perform his duties hereunder due to mental,
physical or other disability for a period of one hundred twenty (120)
consecutive business days, as determined by the Company, or for one
hundred twenty (120) business days in any period of twelve (12)
consecutive months, this Agreement may be terminated by the Company, at
its option, by written notice to the Employee, effective on the
termination date specified in such notice, provided such termination date
shall not be a date prior to the date of the notice of termination itself.
In this case, the Company will pay the Employee the salary (and any
earned bonuses) due him through the day on which such termination is
effective.
	 
	(c)	 	The Company shall pay Employee the difference between the amount to
        be paid under any disability insurance policy for the twelve (12) months
        following termination and the amount of Employee’s salary due under
        the termination provision of Section 7(a)(i) of this Agreement.






  	9.	 	Termination by the Employee.
	 
	(a)	 	The Employee may terminate this Agreement at any time, with Good Reason
        (as defined below) or without cause, by giving written notice to the Company.
        Any such termination, if without cause, shall become effective on the
        date specified in such notice, provided that the Company may elect to
        have such termination become effective on a date after, but not more than,
        fourteen (14) days after the date of the notice. If such termination is
        for Good Reason, (i) it shall become effective on the date thirty (30)
        days after the date of such notice, provided the Company has failed to
        cure the Good Reason specified in the notice; and (ii) the Company shall:
	 
	 	 	(i) pay to the Employee within thirty (30) days of termination of employment
        a lump sum cash payment equal to his annual base salary based on his highest
        annual base salary and bonus for the three year period prior to the Termination
        date, earned bonus through the end of and including the then current quarter,
        expense reimbursements and fringe benefits other than any entitlement
        to bonus, set forth on Schedule A, in a lump sum or in accordance with
        normal payroll practices, at the Company’s option; and
	 	 	 
	 	 	(ii) maintain and provide for a period of (A) twelve (12) months from
        the date of termination or (B) the date of the Employee’s full-time
        employment by another employer (provided that the Employee is entitled
        under the terms of such employment to benefits substantially similar to
        those made available to the Employee by the Company), at no cost to the
        Employee, the Employee’s continued participation in all group insurance,
        life insurance, health and accident, disability and other employee benefit
        plans, programs and arrangements in which the Employee was entitled to
        participate immediately prior to the date of termination (other than stock
        option plans of the Employer), provided that in the event that the Employee’s
        participation in any plan, program or arrangement as provided in this
        subparagraph (B) is barred or during such period any such plan, program
        or arrangement is discontinued or the benefits thereunder are materially
        reduced, the Employer shall arrange to provide the Employee with benefits
        substantially similar to those which the Employee was entitled to receive
        under such plans, programs and arrangements immediately prior to the Employee’s
        date of termination.
	 
	(c)	 	For purposes of this Section 9, “Good Reason” shall mean
        (i) a material failure by the Company to perform its obligations under
        this Agreement; (ii) a Constructive Termination (as defined below) of
        the Employee; (iii) non-renwal of this Agreement by the Company, or (iv)
        if employee is not offered a position acceptable to the Employee or a
        Satisfactory Employment Agreement, substantially in the form of this Agreement,
        in connection with a “Sale Transaction” prior to closing such
        Sale Transaction or as otherwise mutually agreed to with the Employee.
	 	 	 
	(d)	 	For purposes of this Section 9, “Sale Transaction” shall
        mean a “Sale Transaction or “Change in Control as defined
        the Employee Executive Stock Option Contract Agreement).
	 	 	 





 










 






   


  	 
	(e)	 	For purposes of this Section 9. “Constructive Termination”
        shall mean any (i) diminution of the Employee’s total compensation,
        or (ii) material adverse modification of or diminution in the Employee’s
        duties or material diminution in the Employee’s authority, title
        or office, or the assignment of any duties to the Employee inconsistent
        with or demeaning of those set forth above, or requiring the employee
        to report to someone other than the CEO , or (ii) material reduction
        in the Employee’s benefits under any employee benefit plan or program
        in which he participates as an employee, other than any reduction which
        is a result of a reduction of benefits applicable to all employee participants,
        (iv) relocation of the Company’s principal executive offices outside
        of the Washington, DC area; or that the Employee travel away from the
        Company’s principal executive offices substantially more than the
        Employee is required to travel at the effective date of this Agreement.
	 
	10.	 	Reserved.
	 
	11.	 	Suspension. In the event the Company has reasonable cause to believe
        that there exists Cause for termination of this Agreement as defined in
        Section 7, immediately upon written notice to the Employee, the Company
        may, but shall not be obligated to, suspend the Employee, with pay, for
        a period not to exceed two (2) weeks, either as a disciplinary measure
        or in order to investigate the Company’s belief that such cause exists.
        No such suspension shall prevent the Company from thereafter exercising
        its rights to terminate this Agreement in accordance with its terms.
	 
	12.	 	Non-competition.
	 
	(a)	 	The Employee agrees that, during his employment hereunder, and for a
        period of one (1) year (the “Non-Compete Period”) after
        the later of (i) the effective date of termination of this Agreement,
        or (ii) the date of entry by a court of competent jurisdiction of
        a final judgment enforcing this covenant, he will not, in any geographic
        area where the Company regularly engages in its Business (as defined below)
        or maintains sales or service representatives or employees:






(i) compete with the Company, or any subsidiary or affiliate of the
Company;



 










 






(ii) interfere with or disrupt, or attempt to interfere with or disrupt,
the relationship contractual or otherwise, between the Company, or any
subsidiary or affiliate of the Company, and any customer, supplier or
employee of the Company, or any such subsidiary or affiliate;




(iii) assist a competitor of the Company by providing consulting or
other advisory services to that competitor; or




(iv) offer employment to any current employee of the Company or solicit
(directly or indirectly, individually or in connection with any new
employer or other business partner) any current employee of the Company
to accept employment elsewhere.




	(b)	 	The following terms, as used in this Section 11 shall have the meanings
set forth below:






(i) The Company’s “Business” means any and all lines of business engaged
in by the Company at, or within one year prior to inception of the
Non-Compete Period, or substantially anticipated to be entered by the
Company on the date of inception of the Non-Compete Period.




(ii) The term “compete” means to engage in competition, directly or
indirectly, individually or through a family member or other person
acting on the Employee’s behalf, as an employee, officer, director,
proprietor, partner or stockholder or other security holder (other than
of a corporation listed on a national securities exchange or the
securities of which are regularly traded in the over-the-counter market,
provided that the Employee at no time owns in excess of 5% of the
outstanding securities of such corporation entitled to vote for the
election of directors) of any firm, corporation or entity of any nature
whatsoever.




(iii) The term “affiliate” means any person, firm or corporation,
directly or indirectly through one or more intermediaries, controlling,
controlled by or under common control with the Company.




	(c)	 	The Employee further acknowledges that this Section 11 is an independent
covenant within this Agreement, and that this covenant shall survive any
termination of Agreement and shall be treated as an independent covenant
for the purposes of enforcement. With respect to this covenant, the
Employee hereby acknowledges receipt of Ten Dollars ($10.00) and other
good and valuable consideration stated herein including the consideration
of his continued employment by the Company.
	 
	(d)	 	The Employee shall, during the term of this Agreement and thereafter,
notify any prospective employer of the terms and conditions of this
Agreement regarding nondisclosure and non-competition.






 










 






	13.	 	Confidentiality and Non-Disclosure.
	 
	(a)	 	The Employee shall hold in strict confidence and shall not, either during
the term of this Agreement or after the termination hereof, disclose,
directly or indirectly, to any third party, person, firm, corporation or
other entity, irrespective of whether such person or entity is a
competitor of the Company or is engaged in a business similar to that of
the Company, any trade secrets or other proprietary or confidential
information of the Company or any subsidiary or affiliate (as defined in
Section 11) of the Company obtained by the Employee from or through his
employment hereunder. The Employee hereby acknowledges and agrees that
all proprietary information referred to in this Section 12 shall be deemed
trade secrets of the Company and of its subsidiaries and affiliates, as
defined in Section 11. Employee further acknowledges that the Company’s
products and titles consist of copyrighted material, and Employee shall
exercise his best efforts to prevent the use of such copyrighted material
by any person or entity which has not prior thereto been authorized to use
such information by the Company.
	 
	(b)	 	The Employee further hereby agrees and acknowledges that any disclosure
of any proprietary information prohibited herein, or any breach of the
provisions of Sections 4 or 10 of this Agreement, may result in
irreparable injury and damage to the Company which will not be adequately
compensable in monetary damages, that the Company will have no adequate
remedy at law therefor, and that the Company may obtain such preliminary,
temporary or permanent mandatory or restraining injunctions, orders or
decrees as may be necessary to protect the company against, or on account
of, any breach by the Employee of the provisions contained in Sections 5,
11 or 12 . The Employee shall reimburse the reasonable legal fees and
other costs incurred by the Company in enforcing the provisions of
Sections 5, 11 and 12 of this Agreement.
	 
	(c)	 	The Employee further agrees that, upon termination of this Agreement,
whether voluntary or involuntary or with or without cause, the Employee
shall notify any new employer, partner, associate or any other firm or
corporation with whom the Employee shall become associated in any capacity
whatsoever of the provisions of this Section 12, and that the Company may
give such notice to such firm, corporation or other person.
	 
	(d)	 	Notwithstanding the foregoing limitations, the Employee shall not be
required to keep confidential pursuant to this Section 12 any confidential
or proprietary information that: (i) is known or available through other
lawful sources, not bound by a confidentiality agreement with the
Employee, (ii) is or becomes publicly known or generally known in the
industry through no fault of the Employee or his agents or (iii) is
required to be disclosed pursuant to any statutes, laws, rules,
regulations, ordinances, codes, directives, writs, injunctions, decrees,
judgments, and orders of any governmental body (provided the Company is
given reasonable prior notice).




 









 












	14.	 	Assignment and Disclosure of Inventions.
	 
	(a)	 	From and after the date the Employee first became employed with the
        Company, the Employee hereby agrees to promptly disclose in confidence
        to the Company all inventions, improvements, designs, original works of
        authorship, formulas, processes, compositions of matter, computer software
        programs, databases, mask works, and trade secrets (“inventions”),
        whether or not patentable, copyrightable or protectible as trade secrets,
        that are made or conceived or first reduced to practice or created by
        the Employee in furtherance of the Company’s Business, either alone or jointly with others, during the period of
        the Employee’s employment.
	 
	(b)	 	The Employee hereby acknowledges that copyrightable works prepared by
        the Employee in furtherance of the Companys Business within the scope
        of the Employee’s employment are “works for hire” under
        the Copyright Act and that the Company will be considered the author thereof.
        The Employee hereby agrees that all Inventions that (i) are developed
        using trade secrets of the Company, (ii) result from work performed
        by the Employee for the Company, (iii) relate to the Company’s
        business or current or anticipated research and development, will be the
        sole and exclusive property of the Company and are hereby assigned by
        the Employee to the Company.
	 
	15.	 	Severability. The Company and the Employee recognize that the laws and
public policies of the state law applicable to this Agreement is subject
to varying interpretations and change. It is the intention of the Company
and of the Employee that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws and public
policies of such state, but that the unenforceability (to the modification
to conform to such laws or public policies) of any provision or provisions
hereof shall not render unenforceable, or impair, the remainder of this
Agreement. Accordingly, if any provisions of this Agreement shall be
determined to be invalid or unenforceable, either in whole or in part,
this Agreement shall be deemed amended to delete or modify, as necessary,
the offending provision or provisions and to alter the balance of this
Agreement in order to render it valid and enforceable.
	 
	16.	 	Assignment. Neither the rights nor obligations under this Agreement may
be assigned by either party, in whole or in part, by operation of law or
otherwise, except that it shall be binding upon and inure to the benefit
of any successor of the Company and its subsidiaries and affiliates,
whether by merger, reorganization or otherwise, or any purchaser of all or
substantially all of the assets of the Company.
	 
	17.	 	Notices. Any notice expressly provided for under this Agreement shall
be in writing, shall be given either manually or by mail and shall be
deemed sufficiently given when actually received by the party to be
notified or when mailed, if mailed





 










 









by certified or registered mail, postage prepaid, addressed to such party at their addresses as set forth
below. Either party may, by notice to the other party, given in the
manner provided for herein, change their address or receiving such
notices.




(a) If to the Company, to:



     Blackboard Inc.

     1899 L Street, N.W., Fifth Floor

     Washington, D.C. 20036

     Attn: President



(b) If to the Employee, to:



     Alan Tarr

     Loeb & Loeb

     45 Park Avenue

     New York, NY 10154




	18.	 	Governing Law. This Agreement shall be executed, construed and performed
in accordance with the laws of the State of Delaware without reference to
conflict of laws principles. The parties agree that the venue for any
dispute hereunder will be the state or federal courts sitting in the
District of Columbia or the Commonwealth of Virginia and the parties
hereby agree to the exclusive jurisdiction thereof.
	 
	19.	 	Headings. The section headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
	 
	20.	 	Entire Agreement; Amendments. This Agreement, together with any stock
option contracts between the Company and Employee, constitutes and
embodies the entire agreement between the parties in connection with the
subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings in connection with such subject matter,
including the prior Employment Agreement by and between the Company and
Employee dated September 15, 2000. No covenant or condition not expressed
in this Agreement shall affect or be effective to interpret, change or
restrict this Agreement. In the event of a conflict or inconsistency
between the terms of this Agreement and the Company’s policies regarding
employees, the terms of this Agreement shall supersede the conflicting or
inconsistent Company policies. No change, termination or attempted waiver
of any of the provisions of this Agreement shall be binding unless in
writing signed by the Employee and on behalf of the Company by an officer
thereunto duly





 









 











authorized by the Company’s Board of Directors. No
modification, waiver, termination, rescission, discharge or cancellation
of this Agreement shall affect the right of any party to enforce any other
provision or to exercise any right or remedy in the event of any other
default.



     [SIGNATURE PAGE FOLLOWS]



 









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.



BLACKBOARD INC., a Delaware corporation



	 
	By: /s/ Michael L. Chasen

	             Name: Michael L. Chasen

	 

	             Title: Chief Executive Officer

	 

	Andrew H. Rosen

	 

	/s/ Andrew H. Rosen








 









 






SCHEDULE A




The Employee is currently being paid $195,000 in annual salary; however
the Compensation Committee reserves the right to increase the Employee’s
salary from time to time, in accordance with the Company’s regular
management employee payroll and incentive policies.



The Employee shall be eligible for an annual bonus of 50% of annual
salary, based on Company and Employee performance as determined by the
CEO, as well as additional stock grants as determined by the Board of
Directors or a Committee thereof, as the case may be.



Employee shall receive vacation, health and insurance benefits equal to
that provided other senior executive management, which benefits may be
changed from time to time by the Company.