**EXHIBIT 10.7**
**RELEASE AGREEMENT**
     This Release Agreement (“Agreement”) between Blackboard Inc. (“Blackboard”) and Andrew HarrisRosen (“Rosen”) is made this 7th day of December, 2004.
WHEREAS, Rosen’s employment with Blackboard is subject to an Employment Agreement between Rosen andBlackboard dated September 15, 2003 (“Employment Agreement”); and
WHEREAS, Rosen and Blackboard wish to end their employment relationship and to resolve alloutstanding matters between them amicably;
NOW THEREFORE, in consideration of the promises set forth below, the parties hereto agree asfollows:
     1. Employment: Ending Date. Rosen’s employment with Blackboard ended, effectiveDecember 1, 2004.
     2. Release Payment. Blackboard will pay Rosen $328,580.76 and will pay directly toCigna the applicable COBRA premiums through December 1, 2005 (collectively, the “Payment”). ThePayment shall be in a lump sum in a check to be sent to Rosen on or before January 1, 2005. Rosenhas vested in the following options to purchase shares of Blackboard’s common stock, par value$0.01 per share, in the amount and by the date set forth opposite each of the following grants(collectively, the “Options”):           **Option Agreement Date** **Options** **Strike Price** **Expiration Date**October 30, 1998  91,671  $0.13  March 1, 2005April 1, 2002  7,865  $9.66  December 31, 2006September 5, 2003  1,966  $9.66  December 1, 2009November 9, 2001  94,384  $9.34  December 1, 2009
Rosen acknowledges and agrees that the payment and Options are the only payment or compensation ofany kind to which he is entitled from Blackboard under his Employment Agreement or any other sourceof obligation, including but not limited to salary, bonuses, stock and stock options (other thanthe Options), benefits, commissions or reimbursement for expenses (whether submitted orunsubmitted). In consideration for Rosen’s execution of this Agreement, Blackboard will pay him$15,000 on or by January 1, 2005.
     3. Confidentiality. The content of this Agreement, the fact of the execution of thisAgreement and the circumstances leading to the execution of the Agreement are confidential and arenot to be disclosed except as necessary to a party’s respective accountants, attorneys, income taxpreparers or similar professionals, each of whom shall be bound by this confidentialityrequirement.
     4. Release.
     (a) Rosen hereby releases, remises and discharges Blackboard and each and every one of itsformer or current directors, officers, employees, members, successors, predecessors, subsidiaries,assigns and attorneys of and from all actions, causes of action, claims or complaints(collectively, “Claims”) in law or equity that Rosen or his heirs, executors, administrators,assigns, agents, representatives or attorneys ever had or now has by reason of any matter, cause orthing whatsoever at any time up to and including the date of execution of this Agreement, includingbut not limited to any Claim of discrimination, harassment, retaliation, breach of contract,wrongful termination, interference with contractual relations, intentional infliction of emotionaldistress, any alleged violation of any federal, state or local statutes, regulations or ordinances,including but not limited to the federal and state laws known as the Civil Rights Acts of 1964 and1991, the Americans With Disabilities Act, the Employee Retirement Income Security Act (other thanany accrued benefit(s) to which Rosen has a non-forfeitable right under any ERISA pension benefitplan), the retaliation provisions of the Fair Labor Standards Act, the Family and Medical LeaveAct, the District of Columbia Human Rights Act, and any amendments to any of the foregoing, or anyother Claims of any kind. Furthermore, except as provided herein, Rosen shall not pursue any suchClaim in any court, agency, board, committee or forum whatsoever, and shall reimburse Blackboardfor all fees and expenses associated with Blackboard’s defense should Rosen pursue such a Claim.However, this does not preclude Rosen from exercising his right to apply for unemployment benefits.
     (b) In consideration for Rosen’s execution of this Agreement, Blackboard, including itsofficers, successors, predecessors, subsidiaries and assigns, hereby releases, remises anddischarges Rosen, and each of his heirs, executors, administrators, assigns, agents,representatives or attorneys of and from all Claims in law or equity that Blackboard ever had ornow has by reason of any matter, cause or thing whatsoever at any time up to and including the dateof execution of this Agreement. Blackboard shall not pursue any such Claim in any court, agency,board, committee or forum whatsoever, and shall reimburse Rosen for all fees and expensesassociated with Rosen’s defense should Blackboard pursue such a claim. Also inconsideration forRosen’s execution of this Agreement, Blackboard will allow him to keep his Blackboard laptop, PCand Blackberry with current fair market values of $1,400, $800 and $299, respectively.
 

 

     5. Non-Disparagement. Rosen will refrain from making any derogatory or defamatoryremarks or comments that may disparage Blackboard, or any officer, employee or agent of Blackboard.Blackboard will refrain from making any derogatory ordefamatory remarks or comments that may disparage Rosen.
     6. Arbitration of Disputes. Any dispute between the parties regarding thisAgreement, their employment relationship, or the termination thereof which Rosen and Blackboard areunable to settle between themselves shall be resolved by final and binding arbitration conducted inthe District of Columbia. The arbitration, by one arbitrator, shall be conducted by JAMS/Endisputepursuant to its rules governing employment disputes. Judgment upon the arbitration award may beentered in any court having competent jurisdiction in the District of Columbia, and both partiesagree to exclusive jurisdiction therein.
     7. Knowing and Voluntary Agreement. Rosen acknowledges that he has read carefullythis entire Agreement and affirms that he is executing this Agreement knowingly and voluntarily.
     8. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the District of Columbia.
     9. Severability. If any portion of this Agreement is void or deemed unenforceablefor any reason, the unenforceable portion shall be deemed severed from the remaining portions ofthis Agreement which shall otherwise remain in full force and effect.
     10. Entire Agreement. This Agreement constitutes the entire agreement betweenBlackboard and Rosen and supersedes any and all prior agreements or understandings, express orimplied, except Paragraphs 12 (Non-competition), 13 (Confidentiality and Non-Disclosure) and 14(Assignment and Disclosure of Inventions) of the Employment Agreement, attached hereto as ExhibitA, and the stock option agreements executed by Rosen, dated October 30, 1998; November 9, 2001;April 1, 2002; September 5, 2003; and June 18, 2004, attached hereto as Exhibits B-F, which shallremain in full force and effect. In addition, Rosen remains subject to fiduciary duties imposed bylaw. Rosen acknowledges that in executing this Agreement, Rosen does not rely upon anyrepresentation or statement by any representative of Blackboard concerning the subject matter ofthis Agreement that is not contained herein.
     11. No Admission. Neither party is admitting liability or wrongdoing by executing thisAgreement.
Blackboard Inc.         /s/ Andrew Harris Rosen   By: /s/ Matthew Small           Andrew Harris Rosen     Matthew Small, General Counsel  Date: December 7, 2004     Date: December 7, 2004