exv10w6



 





Exhibit 10.6




EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of
June 1, 2001 by and between BLACKBOARD INC., a Delaware corporation (the
“Company”), and Peter Q. Repetti (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 shall have entered into a Employee Initial
Executive Stock Option Contract substantially contemporaneously in
conjunction with the granting of options to purchase 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
two (2) years, from the date hereof, which shall automatically renew for
additional annual terms unless either party notifies the other at least
ninety (90) days prior to the end of the term of the Agreement of a
determination not to allow this Agreement to automatically renew.






	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 senior executives and 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 employed as Chief Financial Officer, 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 Board of Directors.




	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 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.




	7.	 	Termination by the Company.






	 	(a)	 	The Company shall have the right to terminate the Employee’s
employment with or without Cause (as defined below) at any time
during the term of this Agreement by giving written notice to the
Employee. It is specifically acknowledged and agreed that a
notification by the Company of a determination not to allow this
Agreement to automatically renew pursuant to Section 1 shall not be
a termination by the Company for any purpose hereunder. 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, 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, or on non-renewal of this
Agreement by the Company, the Company shall, subject to the
provisions of this Agreement:




(i) pay to the Employee within thirty (30) days of termination of
employment a 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;




(ii) maintain and provide for a period of twelve (12) months from
the date of termination, 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 any bonus plans or 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 (ii) 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.




(iii) provide Employee with full and immediate vesting of all
outstanding stock options and the right to exercise all vested
options at any time within two (2) years after the date of such
termination. This clause amends and modifies any option grant
agreements in effect as of the date of any such Termination.




	 	(b)	 	The Company may terminate Employee’s employment hereunder
at any time for “cause” upon written notice to Employee. 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,
in writing, from the Company’s Board of Directors the Company shall
continue to 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).






	9.	 	Termination by the Employee.






	 	(a)	 	The Employee may terminate the Employee’s employment at any
time, with or without cause, by giving written notice to the
Company. It is specifically acknowledged and agreed that a
notification by the Employee of a determination not to allow this
Agreement to automatically renew pursuant to Section 1 shall not be
a termination by the Employee for any purpose hereunder. 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 with 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 cause specified in the notice;
and (ii) the Company shall subject to the provisions of this
Agreement:




(i) pay to the Employee within thirty (30) days of termination of
employment a 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;




(ii) maintain and provide for a period of twelve (12) months from
the date of termination, 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 any bonus plans or 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 (ii) 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.




(iii) provide Employee with full and immediate vesting of all
outstanding stock options and the right to exercise all vested
options at any time within two (2) years after the date of such
termination. This clause amends and modifies any option grant
agreements in effect as of the date of any such Termination.




	 	(b)	 	In the event the Employee terminates this Agreement without
Good Reason, the Employee shall be entitled to the salary, bonus and
other benefits due him through the day on which such termination
becomes effective.
	 
	 	(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-renewal 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 in the
Employee Initial 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 at the
effective date of this Agreement, or (iii) 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; or (iv) relocation of the Employee outside of the
Employee’s current residential area without the Employee’s consent;
or (v) relocation of the Company’s principal executive offices
outside of the Washington, DC area; or (vi) the requirement by the
Company that the Employee be based anywhere other than the Company’s
principal executive offices 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.	 	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.




	11.	 	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,
(ii) the failure of this Agreement to automatically renew pursuant
to Section 1, or (iii) 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 this 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.






	12.	 	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 therefore, 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).




	13.	 	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, either alone or
jointly with others, during the period of the Employee’s employment,
whether or not in the course of the Employee’s employment.
	 
	 	(b)	 	The Employee hereby acknowledges that copyrightable works
prepared by the Employee 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 equipment,
supplies, facilities or 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.






	14.	 	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.




 









 












	15.	 	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.




	16.	 	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: General Counsel






	 	(b)	 	If to the Employee, to:

Peter Q. Repetti

5904 Johnson Avenue

Bethesda, MD 20187






	17.	 	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.




	18.	 	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.




	19.	 	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. 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







Peter Q. Repetti



/s/ Peter Q. Repetti



 









 





SCHEDULE A





The Employee is currently being paid $190,000 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 receive for each year thereafter, an annual bonus
equal to up to 50% of Employee’s then current salary, payable in cash.
The criteria for bonuses shall be based on mutually agreed upon goals
established by the Compensation Committee of the Board of Directors on an
annual basis.




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