Exhibit 10.3
 AMENDMENT TO EMPLOYMENT AGREEMENT
 Agreement Amendment
   (i)
    
    pay to the Employee an amount equal to his
annual base salary based on his highest annual base salary for the
three year period prior to the termination date and earned bonus
through the end of and including the then current quarter, less
applicable taxes and withholdings (Severance Payment). The Severance
Payment shall be made in a lump sum, less applicable taxes and
withholdings. To receive the Severance Payment Employee must sign a
release of any and all claims in the form provided by the Company. The
Severance Payment shall be made on the first pay period following
Employees termination date that is at least ten days after Employee
delivers the signed release to the Company; provided, however, that if
the maximum period of time permitted under applicable law for the
Employee to sign and revoke the release extends into the calendar year
following the calendar year of the Employees termination date, then
the Severance Payment shall be made no earlier than January 1 of such
subsequent calendar year. Employee shall also be reimbursed for
outstanding expenses as of his termination date;
    Termination by the Employee




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(a)
    
    The Employee may terminate the Employees
employment at any time, with or without Good Reason (as defined below),
by giving written notice to the Company as set forth below. 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 Good Reason, 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. Employee may resign
with Good Reason only if (i) Employee provides notice of such reason
for resignation to the Company within 90 days of the initial existence
of the condition giving rise to the Good Reason and stating that such
reason will be ground for resignation with Good Reason, and (ii) if the
Company failed 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 occurred of a Good Reason event. If such
termination is with Good Reason the Company shall, subject to the
provisions of this Agreement:
 (i)
    
    pay to the Employee 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 and earned bonus through the end of and
including the then current quarter, less applicable taxes and
withholdings (Severance Payment). The Severance Payments
shall be made in a lump sum, less applicable taxes and
withholdings. To receive the Severance Payment Employee must
sign a release of any and all claims in the form provided by the
Company. The Severance Payment shall be paid on the first pay
period following Employees termination date that is at least
ten days after Employee delivers the signed release to the
Company; provided, however, that if the maximum period of time
permitted under applicable law for the Employee to sign and
revoke the release extends into the calendar year following the
calendar year of the Employees termination date, then the
Severance Payment shall be made no earlier than January 1 of
such subsequent calendar year. Employee shall also be
reimbursed for outstanding expenses as of the termination date;
and
    (a)
    
    It is intended that each installment of the payments and
benefits provided under Section 7, 8 or 9, as applicable, shall be treated as a
separate payment for




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purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as
amended, and the guidance issued thereunder (Section 409A). Neither the
Company nor Employee 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;(b)
    
    If, as of the date of Employees separation from service from
the Company, Employee is 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 7, 8 or 9, as applicable; and(c)
    
    If, as of the date of Employees separation from service from
the Company, Employee is a specified employee (each, for purposes of this
Agreement, within the meaning of Section 409A), then:
 (i)
    
    Each installment of the payments and benefits
due under Section 7, 8 or 9, as applicable, 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 Employees
tax year in which the separation from service occurs and the
15th day of the third month following the end of the
Companys tax year in which the separation from service occurs; and(ii)
    
    Each installment of the payments and benefits
due under Section 7, 8 or 9, as applicable, that is not described
within Section 9A(c)(i) and that would, absent this subsection, be paid
within the six-month period following Employees separation from
service from the Company shall not be paid until the date that is six
months and one day after such separation from service (or, if earlier,
Employees 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 one day following
Employees 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 taxable year following the taxable year in which
the separation from service occurs.




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(d)
    
    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).(e)
    
    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.
  Notices
   th
   Effect of Termination
  Compliance With Section 409A.




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/s/ Matthew H. Small
    
    
    
    October 17, 2008Matthew H. Small
    
    
    
    DateBlackboard Inc.By:
    
    /s/ Justin Tan
    
    
    
    October 17, 2008Justin Tan
    
    
    
    DateSenior Vice President