(b) Section 409A. Subject to this Section 6(b), any payments or benefits under Section6 shall begin only upon the date of a “separation from service” as defined below whichoccurs on or after the date of termination under Section 5. The following rules shall applywith respect to distribution of the payments and benefits, if any, to be provided to youunder this Section 6:          (i) It is intended that each installment of the payments and benefits provided underSection 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 (“Section409A”). Neither Blackboard nor you shall have the right to accelerate or defer the deliveryof any such payments or benefits except to the extent specifically permitted or required bySection 409A;          (ii) If, as of the date of your “separation from service” from Blackboard, you are nota “specified employee” (each within the meaning of Section 409A), then each installment ofthe 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 Section409A), then:               (A) Each installment of the payments and benefits due under Section 6 that, inaccordance with the dates and terms set forth herein, will in all circumstances, regardlessof 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 ofTreasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the periodending on the later of the 15th day of the third month following the end of your tax year inwhich the separation from service occurs and the 15th day of the third month following theend 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 notdescribed within Section 6(b)(iii)(A) and that would, absent this subsection, be paid withinthe six-month period following your “separation from service” from Blackboard shall not bepaid 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 beingaccumulated during the six-month period and paid in a lump sum on the date that is sixmonths and 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 installmentof payments and benefits if and to the maximum extent that that such installment is deemedto be paid under a separation pay plan that does not provide for a deferral of compensationby reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating toseparation pay upon an involuntary separation from service) or Treasury Regulation1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Anyinstallments that qualify for the exception under Treasury Regulation Section1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable yearfollowing the taxable year in which the separation from service occurs.
 

 
          (iv) The determination of whether and when a separation from service has occurred shallbe made in a manner consistent with, and based on the presumptions set forth in, TreasuryRegulation Section 1.409A-1(h).          (v) All reimbursements and in-kind benefits provided under the Agreement shall be madeor provided in accordance with the requirements of Section 409A to the extent that suchreimbursements or in-kind benefits are subject to Section 409A.3. Section 12(a) “Miscellaneous Provisions,” “Notices” is hereby amended and restated as follows:     (a) Notices. Unless otherwise provided herein, any notice or othercommunication required to be given under the terms of this Agreement must be in writing andmust be personally delivered (i.e., left with an individual 18 years of age or older) orsent by overnight delivery. Documents sent by overnight delivery will be presumed receivedon the next business day following the day sent.   If notice is to be sent to Blackboard, it will besent to: If notice is to besent 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     With a copy to:     Douglas B. Mishkin, Esq.  Patton Boggs, LLP  2550 M Street, NW  Washington, DC 20037  4. The following paragraphs d and e are added to Section 12, “Miscellaneous Provisions:”     (d) Effect of Termination. Notwithstanding any termination or expiration ofthis Agreement, the rights and obligations under this Agreement, which by their natureshould survive, will remain in effect after the termination or expiration of this Agreement.     (e) Section 409A. This Agreement is intended to comply with the provisions ofSection 409A and the Agreement shall, to the extent practicable, be construed in accordancetherewith. Terms defined in the Agreement shall have the meanings given such terms underSection 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 benefithereunder shall be deemed not to comply with Section 409A, then neither Blackboard, theBoard of Directors nor its or their designees or agents shall be liable to you or any otherperson for any actions, decisions or determinations made in good faith.5. Except as expressly provided herein, the terms and conditions of the Agreement remainunmodified. All capitalized terms not defined herein shall have the meaning set forth in theAgreement. This Amendment shall be governed by the same provisions as set forth in Section 12(c)of the Agreement. If any part of this Amendment is held by a court of competent jurisdiction to bevoid or unenforceable, the
 

 
remaining provisions shall continue with full force and effect. The headings in this Amendment arefor convenience only and shall not effect the interpretation of this Amendment.
 

 
This Amendment has been agreed to and executed by the following parties on the dates set forthopposite their names:         /s/ Michael Chasen   October 21, 2008         Michael Chasen   Date           Blackboard Inc.               By: /s/ Matthew H. Small   October 21, 2008           Matthew H. Small   Date  Chief Business Officer