**Exhibit 10.21****Summary of Approved 2005 and 2006 Compensation**     On February 10, 2006, the Compensation Committee (the “Committee”) of the Board of Directorsof Blackboard Inc. (the “Company”) took the following actions:*Base Salary of Named Executive Officers*     The Committee approved the annual base salary of the Company’s named executive officers,effective as of March 1, 2006 as set forth below:     **Name and Position** **Annual Base Salary**Michael L. Chasen $350,000 Chief executive officer, president         Matthew L. Pittinsky $245,000 Chairman of the board of directors         Peter Q. Repetti $270,000 Chief financial officer         Matthew H. Small $240,000 Senior vice president for legal, general counsel         Todd Gibby $200,000 Executive vice president for operations    *On-Target Bonus*     The Committee approved the on-target bonus levels of the named executive officers for fiscal2006 set forth in the table below, the payment of which will be based on company financial goals,company strategic goals and individual goals in the proportions described below. The approvedon-target bonus amounts are as follows:     **On-Target Bonus**Michael L. Chasen 100% of Base SalaryMatthew L. Pittinsky 50% of Base SalaryPeter Q. Repetti 60% of Base SalaryMatthew H. Small 50% of Base SalaryTodd Gibby 50% of Base Salary*Approval Of Performance Measures For 2006 Bonuses*     The Committee approved the performance measures on which the bonuses for fiscal year 2006 ofthe Company’s named executive officers would be based, relating to the target bonus amountsdescribed above. The actual bonus amount earned by each named executive officer for fiscal 2006will be calculated based on company financial goals and company strategic goals described belowand, in the case of certain of the named executive officers, on individual goals in the proportionsset forth below. If company financial goals are exceeded, to the extent that a named executiveofficer’s bonus is based on company financial goals, such named executive officer’s bonus amountwill be appropriately increased in accordance with the guidelines established by the Committee.Conversely, if company financial goals are not met, the portion ofeach named executive officer’s bonus based on company financial goals will be decreasedaccordingly.
 

 
               **% based on**      **Company Financial** **% based on** **% based on**  **Goals** **Company Strategic Goals** **Individual Goals**Michael L. Chasen  80%  20%  0%Matthew L. Pittinsky  80%  20%  0%Peter Q. Repetti  70%  20%  10%Matthew H. Small  70%  20%  10%Todd Gibby  70%  20%  10%     The company financial goals component is based on total revenues (30%), pre-tax earnings (40%)and contract value plus non-ratable deferred revenue (30%). Contract value is an estimate ofannualized recurring ratable revenues under existing contracts with clients. In the event of theoccurrence of non-ordinary course events which impact the foregoing company performance measures,such measures may be adjusted as determined appropriate in the circumstances by the Committee orthe Board of Directors. The company strategic goals and individual goals components are based oncriteria established by the Committee. The Committee and the Board of Directors each retain theauthority to approve discretionary supplemental bonuses as warranted by the achievement of theCompany milestones or by individual or team contributions.*2005 Bonus*     The Committee authorized the payment of the following bonus amounts in respect of the yearended December 31, 2005:       **2005 Bonus Amount**Michael L. Chasen $291,550 Matthew L. Pittinsky $145,775 Peter Q. Repetti $139,956 Matthew H. Small $108,137 Todd E. Gibby $119,231