EX-10.4








Blackboard Inc.




Restricted Stock Agreement




Granted Under 2004 Stock Incentive Plan




AGREEMENT made this    day of    , 200[_] (the “Grant Date”), between Blackboard
Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”).



For valuable consideration, receipt of which is acknowledged, the parties hereto agree as
follows:




1. Purchase of Shares.



The Company shall issue and sell to the Participant, and the Participant shall purchase from
the Company, subject to the terms and conditions set forth in this Agreement and in the Company’s
2004 Stock Incentive Plan (the “Plan”), [Number of Shares] shares (the “Shares”) of common stock,
par value $0.01 per share, of the Company (“Common Stock”), at a purchase price of $[Price] per
share. The aggregate purchase price for the Shares shall be paid by the Participant by check
payable to the order of the Company or such other method as may be acceptable to the Company. Upon
receipt by the Company of payment for the Shares, the Company shall issue to the Participant one or
more certificates in the name of the Participant for that number of Shares purchased by the
Participant. The Participant agrees that the Shares shall be subject to the purchase options set
forth in Section 2 of this Agreement and the restrictions on transfer set forth in Section 4 of
this Agreement.




2. Purchase Option.



(a) In the event that the Participant ceases to be employed by the Company for any reason or
no reason, with or without cause, prior to the fourth anniversary of the Grant Date, the Company
shall have the right and option (the “Purchase Option”) to purchase from the Participant, for a sum
of $[Same Price] per share (the “Option Price”), some or all of the Unvested Shares (as defined
below).



“Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at
the time the Purchase Option becomes exercisable by the Company. The “Applicable Percentage” shall
be (i) 100% during the 12-month period ending [   ], 200[_], (ii) [   ]% less [   ]% for each
three months of employment completed by the Participant with the Company from and after [   ],
200[_], and (iii) zero on or after [   ], 200[_].



(b) For purposes of this Agreement, employment with the Company shall include employment with
a parent or subsidiary of the Company.




3. Exercise of Purchase Option and Closing.



(a) The Company may exercise the Purchase Option by delivering or mailing to the Participant
(or his estate), within 90 days after the termination of the employment of the Participant with the
Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number
of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the
giving of such a notice within such 90-day period, the Purchase Option shall automatically expire
and terminate effective upon the expiration of such 90-day period.



(b) Within 10 days after delivery to the Participant of the Company’s notice of the exercise
of the Purchase Option pursuant to subsection (a) above, the Participant (or his estate) shall,
pursuant to the provisions of the Joint Escrow Instructions referred to in Section 6 below, tender
to the Company at its principal offices the certificate or certificates representing the Shares
which the Company has elected to purchase in accordance with the terms of this Agreement, duly
endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the
transfer of such Shares to the Company. Promptly following its receipt of such certificate or
certificates, the Company shall pay to the Participant the aggregate Option Price for such Shares
(provided that any delay in making such payment shall not invalidate the Company’s exercise of the
Purchase Option with respect to such Shares).



(c) After the time at which any Shares are required to be delivered to the Company for
transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to
the Participant on account of such Shares or permit the Participant to exercise any of the
privileges or rights of a stockholder with respect to such Shares, but shall, in so far as
permitted by law, treat the Company as the owner of such Shares.



(d) The Option Price may be payable, at the option of the Company, in cancellation of all or a
portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or
both.



(e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase
Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this
Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded
upward).




(f) The Company may assign its Purchase Option to one or more persons or entities.




4. Restrictions on Transfer.



(a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose
of, by operation of law or otherwise (collectively “transfer”) any Shares, or any interest therein,
that are subject to the Purchase Option, except that the Participant may transfer such Shares (i)
to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and
any other relatives approved by the Board of Directors (collectively, “Approved Relatives”) or to a
trust established solely for the benefit of the Participant and/or Approved Relatives,
provided that such Shares shall remain subject to this Agreement (including without
limitation the restrictions on transfer set forth in this Section 4 and the Purchase Option) and
such permitted transferee shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms and conditions of
this Agreement or (ii) as part of the sale of all or substantially all of the shares of capital
stock of the Company (including pursuant to a merger or consolidation), provided that, in
accordance with the Plan, the securities or other property received by the Participant in
connection with such transaction shall remain subject to this Agreement.




5. Agreement in Connection with Public Offering.



(a) The Participant agrees, in connection with any public offering of the Company’s securities
pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of,
loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock
held by the Participant (other than those shares included in the offering) without the prior
written consent of the Company or the underwriters managing such initial underwritten public
offering of the Company’s securities for a period of 90 days from the effective date of such
registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be
requested by the Company or the managing underwriters at the time of such offering.




6. Escrow.



The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions
in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall
be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall
deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to
this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow
agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder.
Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow
Instructions.




7. Restrictive Legends.



All certificates representing Shares shall have affixed thereto legends in substantially the
following form, in addition to any other legends that may be required under federal or state
securities laws:



“The shares of stock represented by this certificate are subject to
restrictions on transfer and an option to purchase set forth in a
certain Restricted Stock Agreement between the corporation and the
registered owner of these shares (or his predecessor in interest),
and such Agreement is available for inspection without charge at the
office of the Secretary of the corporation.”




8. Provisions of the Plan.



(a) This Agreement is subject to the provisions of the Plan, a copy of which is furnished to
the Participant with this Agreement.



(b) As provided in the Plan, upon the occurrence of a Reorganization Event (as defined in the
Plan), the repurchase and other rights of the Company hereunder shall inure to the benefit of the
Company’s successor and shall apply to the cash, securities or other property which the Shares were
converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the
same extent as they applied to the Shares under this Agreement. If, in connection with a
Reorganization Event, a portion of the cash, securities and/or other property received upon the
conversion or exchange of the Shares is to be placed into escrow to secure indemnification or
similar obligations, the mix between the vested and unvested portion of such cash, securities
and/or other property that is placed into escrow shall be the same as the mix between the vested
and unvested portion of such cash, securities and/or other property that is not subject to escrow.




9. Withholding Taxes; Section 83(b) Election.



(a) The Participant acknowledges and agrees that the Company has the right to deduct from
payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to the purchase of the Shares by the Participant or the
lapse of the Purchase Option.



(b) The Participant has reviewed with the Participant’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions contemplated by this
Agreement. The Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Participant understands that the
Participant (and not the Company) shall be responsible for the Participant’s own tax liability that
may arise as a result of this investment or the transactions contemplated by this Agreement. The
Participant understands that it may be beneficial in many circumstances to elect to be taxed at the
time the Shares are purchased rather than when and as the Company’s Purchase Option expires by
filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of
purchase.



THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.




10. Miscellaneous.



(a) No Rights to Employment. The Participant acknowledges and agrees that the vesting
of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at
the will of the Company (not through the act of being hired or purchasing shares hereunder). The
Participant further acknowledges and agrees that the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied promise of continued
engagement as an employee or consultant for the vesting period, for any period, or at all.



(b) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.



(c) Waiver. Any provision for the benefit of the Company contained in this Agreement
may be waived, either generally or in any particular instance, by the Board of Directors of the
Company.



(d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Company and the Participant and their respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the restrictions on transfer set forth in
Section 4 of this Agreement.



(e) Notice. All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto
at the address shown beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance with this Section
10(e).



(f) Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.



(g) Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties and supersede all prior agreements and understandings relating to the subject
matter of this Agreement.



(h) Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Participant.



(i) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable
conflicts of laws.



(j) Participant’s Acknowledgments. The Participant acknowledges that he or she: (i)
has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution
of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to
seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully
aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of
Hale and Dorr LLP, is acting as counsel to the Company in connection with the transactions
contemplated by the Agreement, and is not acting as counsel for the Participant.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.




BLACKBOARD INC.




By:   




Name:


Title:




PARTICIPANT:




   


Print Name:


Address:


SSN:




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