5. Termination of Employment. Upon the effective date of termination of your employmentwith Blackboard (the “**Termination Date**”), you will not be eligible for further compensation,benefits or perquisites under Sections 3 and 4 of this Agreement, other than those that havealready accrued or vested as of the Termination Date. Termination of your employment may occurunder any of the following circumstances:     (a) Expiration of Term. Your employment will terminate if the Term provided for underSection 2 expires pursuant to the notice requirements of Section 2; or     (b) Termination of Employment by Blackboard. Blackboard has the right to terminateyour employment at any time with or without Cause. For all purposes under this Agreement,(“**Cause**”) shall mean:          (i) a failure by you to substantially perform your duties under this Agreement or your jobresponsibilities, other than a failure resulting from your complete or partial incapacity due tophysical or mental illness or impairment;          (ii) an act or omission by you that constitutes gross misconduct, moral turpitude or fraud;          (iii) a conviction for, or a plea of “guilty” or “no contest” to, afelony; or          (iv) a material breach of any duty owed to Blackboard, including but not limited to the dutiesof loyalty and confidentiality;     (c) Resignation by You. You have the right to resign your employment with Blackboardat any time, with or without Good Reason, provided that you may resign with Good Reason only if (i)you provide notice of such reason for resignation to Blackboard within 90 days of the initialexistence of the condition giving rise to the Good Reason and stating that such reason will begrounds for resignation with Good Reason, and (ii) if Blackboard fails to cure such reason withinthirty (30) days following receipt of such notice. Furthermore, any such resignation shall occurwithin one (1) year of the occurrence of a Good Reason event.          (i) For purposes of this Agreement, “**Good Reason**” shall mean (A) a material failure byBlackboard to perform its obligations under this Agreement; (B) your relocation to more than 30miles outside of the Washington, DC metropolitan area without your consent; or (C) a materialdiminution of your compensation, duties or responsibilities within three (3) months of (I) a saleor transfer of more than 50% of the total number of shares of the outstanding capital stock ofBlackboard or all or substantially all of the assets of Blackboard to a single unrelated entity orgroup of affiliated entities (not related to Blackboard) in one or a series of closely relatedtransactions, or (II) a merger or consolidation in which Blackboard is not the surviving entity orin which the shareholders in Blackboard prior to the merger or consolidation own less than 50% ofthe shares of outstanding capital stock of Blackboard.          (ii) During the Term, you agree to provide Blackboard ninety (90) days’ prior written noticeof your resignation, with or without Good Reason. Blackboard may in its sole discretion place youon paid administrative leave as of any date prior to the end of such ninety (90) day notice periodand request that you no longer be present on Blackboard premises. During any period of paidadministrative leave, you will not be authorized to act as a representative, or make any statementson behalf of, Blackboard; or     (d) Death or Disability. Your employment shall be deemed to have been terminated byyou upon your (i) death or (ii) inability to perform your duties under this Agreement, even withreasonable accommodation, formore than twenty-six (26) weeks, whether or not consecutive, in any twelve-month period(“**Disability**”). Termination will be effective upon the occurrence of such event.
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6. Severance Payments.     (a) Payments and Benefits. After the first six (6) months of your Initial Term have elapsed,if during the remainder of the Term Blackboard terminates your employment without Cause (as definedin Section 5(b)), or you resign for Good Reason and comply with the obligations set forth inSection 5(c), then Blackboard will pay you at the rate of your then current base compensation, lessapplicable taxes and withholdings, for six months (“**Severance Payments**”). If, following the end ofa calendar year but prior to receiving your bonus for the completed calendar year, you areterminated without Cause or resign for Good Reason, you shall also receive your bonus, less taxesand withholdings, for the completed calendar year as part of the Severance Payments. The SeverancePayments shall be made over a period beginning on the Termination Date and ending six months fromsuch date (the “**Severance Period**”), to be paid on Blackboard’s regular payroll cycle during theSeverance Period; provided that if any payments would otherwise be due on or after March 15 of thecalendar year next succeeding the year in which termination occurs, then all payments that wouldotherwise be due after March 15 shall be paid to you on or before March 15 of such next succeedingyear, and provided further that your bonus for the completed calendar year, if any, shall be paidat such time in such next succeeding year as Blackboard deems appropriate, consistent with thepayment of other executives’ bonuses. If you timely apply and qualify for COBRA, Blackboard willpay your COBRA premiums, at your current level of coverage, for six months, unless you becomecovered by another employer’s health insurance, in which case the COBRA coverage will be terminatedwhen your new coverage commences. You agree to notify Blackboard immediately if you become coveredby another employer’s health insurance plan. To receive the Severance Payments and COBRA premiumsyou must sign a release of any and all claims in the form provided by Blackboard. Such SeverancePayments and COBRA premiums shall begin at the later of (i) the first pay period following yourTermination Date or (ii) ten (10) days after you deliver the signed release to Blackboard.     (b) Section 409A. Subject to this Section 6(b), any payments or benefits under Section 6shall begin only upon the date of a “separation from service” as defined below which occurs on orafter the date of termination under Section 5. The following rules shall apply with respect todistribution of the payments and benefits, if any, to be provided to you under this Section 6:          (i) It is intended that each installment of the payments and benefits provided under Section 6shall be treated as a separate “payment” for purposes of Section 409A of the U.S. Internal RevenueCode of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither Blackboardnor you shall have the right to accelerate or defer the delivery of any such payments or benefitsexcept to the extent specifically permitted or required by Section 409A;          (ii) If, as of the date of your “separation from service” from Blackboard, you are not a“specified employee” (each within the meaning of Section 409A), then each installment of thepayments 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 Section 409A),then:               (A) Each installment of the payments and benefits due under Section 6 that, in accordance withthe dates and terms set forth herein, will in all circumstances, regardless of when the separationfrom service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shallbe treated as a short-term deferral within the meaning of Treasury Regulation Section1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of thisAgreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day ofthe third month following the end of your tax year in which the separation from service occurs andthe 15th day of the third month following the end of the Blackboard’s tax year in which theseparation from service occurs; and               (B) Each installment of the payments and benefits due under Section 6 that is not describedwithin Section 6(b)(iii)(A) and that would, absent this subsection, be paid within the six-monthperiod following your “separation from service” from Blackboard shall not be paid until the datethat 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 being accumulated during the six-monthperiod and paid in a lump sum on the date that is six months and
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one day following your separationfrom service and any subsequent installments, if any, being paid in accordance with the dates andterms set forth herein; provided, however, that the preceding provisions of this sentence shall notapply to any installment of payments and benefits if and to the maximum extent that that suchinstallment is deemed to be paid under a separation pay plan that does not provide for a deferralof compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relatingto separation 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 Section 1.409A-1(b)(9)(iii)must be paid no later than the last day of the second your taxable year following the taxable yearin which the separation from service occurs.               (iv) The determination of whether and when a separation from service has occurred shall bemade in a manner consistent with, and based on the presumptions set forth in, Treasury RegulationSection 1.409A-1(h).               (v) All reimbursements and in-kind benefits provided under the Agreement shall be made orprovided in accordance with the requirements of Section 409A to the extent that such reimbursementsor in-kind benefits are subject to Section 409A.7. Return of Property. Upon termination of your employment with Blackboard for any reason,you agree to immediately return to Blackboard all equipment, credit cards and other propertybelonging to Blackboard. This includes all documents and other information prepared by you or onyour behalf or provided to you in connection with performing your duties for Blackboard, regardlessof the form in which such documents or information are maintained or stored, including computer,typed, written, imaged, audio, video, micro-fiche, electronic or any other means of recording orstoring documents or other information. You hereby warrant that you will not retain in any formany such document or other information or copies thereof, except as provided in the followingsentence. You may retain a copy of any documents describing any rights or obligations you may haveafter the Termination Date under any employee benefit plan or other agreements.8. Confidentiality and Intellectual Property     (a) Confidential Information. You shall not disclose or use at any time, eitherduring your employment or after your Termination Date, any confidential information, including, butnot limited to, the terms of this Agreement, existing and prospective investments, trade secrets orproprietary information, strategic sourcing information or analysis, financing information andsources, patents, patent applications, developmental or experimental work, formulas, test data,prototypes, models, know how and product specifications, financial information, financialprojections and pro forma financial information, sales and marketing strategies, plans and programsand product development information, employees’ and consultants’ benefits, perquisites, salaries,stock options, compensation, formulas or bonuses, and their non-business addresses and telephonenumbers, organizational structure and reporting relationships, business plans, names, addresses,phone numbers of customers, contracts, including contracts with clients, suppliers, independentcontractors or employees, business plans and forecasts, and existing and prospective projects orbusiness opportunities (“**Confidential Information**”) of Blackboard or its wholly-owned subsidiariesor affiliates, whether patentable or not, which you learn as a result of your employment withBlackboard, whether or not you developed such information. **“Confidential Information”**shall notinclude, without limitation, information that is or later becomes publicly available in a mannerwholly unrelated to any breach of this Agreement by you as of the date it enters the publicdomain. If you are uncertain whether something is Confidential Information you should treat it asConfidential Information until you receive clarification from Blackboard that it is notConfidential Information. Confidential Information shall remain at all times the property ofBlackboard. You may use or disclose Confidential Information only as authorized andnecessary in performing your responsibilities under this Agreement during your employment withBlackboard; with the Chief Legal Officer’s prior written consent; in a legal proceeding between youand Blackboard to establish the rights of either party under this Agreement, provided that youstipulate to a protective order to prevent any unnecessary use or disclosure; or subject to acompulsory legal process that requires disclosure of such information, provided that you havecomplied with the following procedures to ensure that Blackboard has an adequate
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opportunity toprotect its legal interests in preventing disclosure. Upon receipt of a subpoena that couldpossibly require disclosure of Confidential Information, you shall provide a copy of the compulsoryprocess and complete information regarding the circumstances under which you received it toBlackboard by hand delivery within twenty-four (24) hours. You will not make any disclosure untilthe latest possible date for making such disclosure in accordance with the compulsory process(“**Latest Possible Date**”). If Blackboard seeks to prevent disclosure in accordance with theapplicable legal procedures, and provides you with notice before the Latest Possible Date that ithas initiated such procedures, you will not make disclosures of any Confidential Information thatis the subject of such procedures, until such objections are withdrawn or ruled on. You herebyacknowledge that any breach of this Section 8(a) would cause Blackboard irreparable harm.     (b) Outside Activities. You shall submit to Blackboard’s Chief Legal Officer, withina reasonable time prior to dissemination, the text of any speech, professional paper, article orsimilar communication created by you which relates to Blackboard’s present or future business orresearch and development endeavors. The Chief Legal Officer then will notify you if thedissemination of the communication is permitted under the terms of this Agreement.     (c) Ownership of Confidential Information; Return of Materials. All ConfidentialInformation, including without limitation that which is produced by or for Blackboard by you oranyone else, all materials embodying Confidential Information, and all copies thereof, will remainthe property of Blackboard or of the third party who has furnished it to Blackboard. On yourTermination Date, or at the written request of Blackboard at any time, you will immediately deliverto Blackboard all materials, and copies thereof, which are in your possession or control and whichcontain or are related in any way to any Confidential Information. This includes all documents andother information prepared by you or on your behalf or provided to you in connection with yourduties while employed by Blackboard, regardless of the form in which such document or informationare maintained or stored, including computer, typed, written, imaged, audio, video, micro-fiche,electronic or any other means of recording or storing documents or other information. You herebywarrant that you will not retain in any form any such document or other information or copiesthereof. You may retain a copy of this Agreement and any other document or information describingany rights you may have after the termination of your employment.     (d) Intellectual Property.          (i) For purposes of this Agreement the following terms will be defined as indicated:               (A) “**Inventions**” shall mean inventions, ideas, formula, developments, designs, systems,software, discoveries, and improvements to existing technology, whether or not patentable.               (B) “**Improvements**” shall mean all inventions, developments, modifications, changes, whether ornot patentable, made to any Inventions and/or Confidential Information.               (C) “**Copyrighted Work**” shall mean any work of authorship eligible for copyright protectionunder the federal and state laws of the United States and foreign countries.               (D) “**Copyrights**” shall mean any and all rights granted in Copyrighted Works under the laws ofthe United States and foreign countries.          (ii) Exclusions. An Invention, Copyright or Copyrighted Work will not be subject tothis Agreement when all the following criteria are met: (A) no equipment, supplies, facilities, orConfidential Information of Blackboard was used in developing the Invention or Copyrighted Work orin applying for or obtaining a patent or Copyright; (B) the Invention or Copyrighted Work wasdeveloped entirely on your own time; (C) the Invention orCopyrighted Work does not relate directly to the business of Blackboard or to Blackboard’sactual or demonstrably anticipated research or development; and (D) the Invention, Copyright orCopyrighted Work does not result from any work performed by you for Blackboard or at the request ofBlackboard. For purposes of this paragraph, “Blackboard” includes Blackboard’s wholly-ownedsubsidiaries and affiliates.
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          (iii) Ownership and Assignment of Rights.               (A) All Inventions, Improvements, or Confidential Information that you have or will conceiveor develop, either alone or with others, shall be the exclusive property of Blackboard. You herebyassign, and agree to assign, to Blackboard your entire right, title, and interest in and to (I) anyand all such Improvements and Inventions, (II) any and all applications for patent, domestic andforeign that may be filed on said Improvements and Inventions, and (III) any and all patents thatmay issue or be granted on such applications, except those excluded under Section 8(d)(ii) of thisAgreement. Both during your employment and after your Termination Date you will on requestimmediately sign and deliver to Blackboard without further consideration any and all documentsnecessary to perfect the assignments granted in this Section.               (B) You understand and agree that all Copyrighted Works conceived, developed, created orcontributed to by you shall be considered works made for hire under the copyright laws of theUnited States and shall be the exclusive property of Blackboard. Blackboard shall be consideredthe author of such Copyrighted Works. You further understand and agree that in the event anyCopyrighted Work created by you within the scope of, or in connection with, your work withBlackboard, or at the request of Blackboard, fails to meet the legal requirements of a work madefor hire owned by Blackboard, then this Agreement shall operate to assign to Blackboard all of yourrights, title, and interest, including copyrights, in, to and under such Copyrighted Works.Blackboard shall have sole and absolute discretion to register, enforce, and/or assign Copyrightsfor such Copyrighted Works.          (iv) Assistance and Designation of Agent.               (A) Both during your employment and after your Termination Date, you will on requestimmediately sign and deliver to Blackboard without further consideration, all instruments inwriting requiring your signature and deemed by Blackboard to be necessary or advisable in, or inconnection with, filing or prosecuting of any application for any patent covering Improvements,Inventions or any divisional, continuing, renewal or reissue application or reexamination requestbased upon any application for patent. In the event that Blackboard is unable for any reasonwhatsoever to secure your signature to any lawful and necessary documents required to apply for orexecute any patent application with respect to such idea, process, development, design, system,program, discovery, invention, improvement or writing (including renewals, extensions,continuations, divisions or continuations in part thereof), you hereby irrevocably designate andappoint Blackboard and its officers and agents, as your agents and attorneys-in-fact to act for andon your behalf and instead of you, to execute and file any such application and to do all otherlawfully permitted acts to further the prosecution and issuance of patents thereon with the samelegal force and effect as if executed by you.               (B) You will aid Blackboard promptly on request, and without further consideration, in anymatter pertaining to or relating to the protection of any of the Improvements, Inventions,applications for patents covering Inventions or Improvements, and/or Copyrighted Works. If suchrequest is made after your employment has ended, Blackboard will reimburse you for any expensesincurred and compensate for any services rendered in complying with such request at the same rateat which you were compensated during the final month of your employment.9. Non-Solicitation/Non-Competition.During your employment and for one (1) year following your Termination Date (the “**RestrictedPeriod**”) you will not, except with prior written approval of Blackboard’s Chief Legal Officer,directly or indirectly, individually or as part of or on behalf of any other person, company,employer or other entity: (a) hire or attempt to solicit for hire, or encourage to end theirrelationship with Blackboard, any persons who have been employed by Blackboard at anytime within the preceding six (6) months; (b) sell or otherwise provide, or solicit for thepurposes of selling or otherwise providing, services or products that are similar or related tothose sold by Blackboard as of the Termination Date to any person or entity that has within thetwelve (12) months preceding the Termination Date purchased any such services or products fromBlackboard and with whom you had direct contact on behalf of
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Blackboard during that time; or (c)own, manage, operate, control, be employed by, participate in, work in, advise, consult or contractwith, or support in any manner any Competing Organization.For purposes of this Agreement, “**Competing Organization**” means any person or organization engagedin or about to become engaged in the business of creating, developing, marketing or sellingproducts or services competitive to Blackboard’s products or services, within the geographical areain which Blackboard is either (1) engaged in business; or (2) actively marketing or has made asignificant investment in time and money to prepare to market its products or services. This islimited to any person or organization, which is in existence or under development, whose servicescompete, directly or indirectly, with a product, process or service upon which or with which youhave worked for Blackboard or about which you acquired Confidential Information.You agree that these provisions are necessary to protect Blackboard’s legitimate businessinterests. You acknowledge that by virtue of holding a high level position at Blackboard, you haveaccess to and substantial information regarding Blackboard Confidential Information and otherstrategic business activities and that if you held a position for a Competing Organization, it islikely that (a) you would use or disclose the knowledge you learned while working for Blackboard,or (b) it would appear to interested third parties that you were using or disclosing such knowledgeto your new employer. You warrant that the provisions will not unreasonably interfere in yourability to earn a living or to pursue your occupation after the Termination Date. You agree tonotify any person or entity to which you provide services during the Restricted Period of yourobligations under this Section 9.You agree that during the Restricted Period, you will give notice to the Company of each newbusiness activity you plan to undertake, at least (10) business days prior to beginning any suchactivity. The notice shall state the name and address of the individual, corporation, associationor other entity or organization (“**Entity**”) for whom such activity is undertaken and the name ofyour business relationship or position with the entity. You further agree to provide the Companywith other pertinent information concerning such business activity as the Company may reasonablyrequest in order to determine your continued compliance with your obligations under this Agreement.You agree to provide a copy of this Agreement to all persons and Entities with whom you seek to behired or do business before accepting employment or engagement with any of them.10. Non-Disparagement.You agree to refrain from making any derogatory or defamatoryremarks or comments that may disparage Blackboard, or any officer, employee or agent of Blackboardduring your employment or after your Termination Date.11. Other Obligations. You warrant that you are not subject to any other obligationsthat would conflict with or inhibit your ability to perform your duties under this Agreement. Yourepresent that you have disclosed to Blackboard the existence and contents of all covenants not tocompete that you have entered into with any other entity. You further warrant that you have notand will not bring to Blackboard or use in the performance of your responsibilities at Blackboardany equipment, supplies, facility or trade secret information (that is not generally available tothe public) of any current or former employer or organization other than Blackboard to which youprovided services, unless you have obtained written authorization for their possession and use.12. Miscellaneous Provisions.     (a) Notices. Unless otherwise provided herein, any notice or other communicationrequired to be given under the terms of this Agreement must be in writing and must be personallydelivered (i.e., left with an individual 18 years of age or older) or sent by overnight delivery.Documents sent by overnight delivery will be presumed received on the next business day followingthe day sent.   If notice is to be sent to Blackboard, it will be sent to: If notice is to be sent to you, it will be sent to theaddress that Blackboard has on file for you at thetime the notice is to be sent.Matthew Small, Esq.Blackboard Inc.650 Massachusetts Ave., NW, 6th FloorWashington, DC 20001-3796  
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   With a copy to:     Douglas B. Mishkin, Esq.Patton Boggs, LLP2550 M Street, NWWashington, DC 20037       (b) Dispute Resolution. You and Blackboard agree that any dispute between you andBlackboard will be finally resolved by binding arbitration in accordance with the FederalArbitration Act (“**FAA**”). You and Blackboard agree to follow the Dispute Resolution Procedures setforth in **Attachment A**to this Agreement.     (c) Effect of Termination. Notwithstanding any termination or expiration of thisAgreement, the rights and obligations under this Agreement, which by their nature should survive,will remain in effect after the termination or expiration of this Agreement.     (d) Nature of Agreement. This Agreement and the attachment hereto constitute theentire agreement between you and Blackboard and supersede all prior agreements and understandingsbetween you and Blackboard relating to the matters covered by this Agreement. Any long-term equityincentives between Blackboard and you shall be contained in a separate agreement. In making thisAgreement, the parties warrant that they did not rely on any representations or statements otherthan those contained in this Agreement. No modification of or amendment to this Agreement will beeffective unless in writing and signed by the Chief Legal Officer or Vice President for HumanResources of Blackboard. A delay or failure by Blackboard to exercise any right that is thesubject of this Agreement will not be construed as a waiver of that right. A waiver of a breach onany one occasion will not be construed as a waiver of any other breach. Regardless of the choiceof law or conflict of law provisions of the District of Columbia, the State of Delaware or anyother jurisdiction, the parties agree that this Agreement shall be otherwise interpreted, enforcedand governed by the laws of the State of Delaware. This Agreement will continue in effect untilall obligations under it are fulfilled. If any part of this Agreement is held by a court ofcompetent jurisdiction to be void or unenforceable, the remaining provisions shall continue withfull force and effect. This Agreement is not assignable by you. This Agreement is binding on youwith respect to Blackboard, its successors or assigns. This Agreement may be executed in anynumber of counterparts each of which shall be an original, but all of which together shallconstitute one instrument. The headings in this Agreement are for convenience only and shall noteffect the interpretation of this Agreement. You further certify that you fully understand theterms of this Agreement and have entered into it knowingly and voluntarily.     (e) Section 409A. This Agreement is intended to comply with the provisions of Section409A and the Agreement shall, to the extent practicable, be construed in accordance therewith.Terms defined in the Agreement shall have the meanings given such terms under Section 409A if andto the extent required in order to comply with Section 409A. Notwithstanding the foregoing, to theextent that the Agreement or any payment or benefit hereunder shall be deemed not to comply withSection 409A, then neither Blackboard, the Board of Directors nor its or their designees or agentsshall be liable to you or any other person for any actions, decisions or determinations made ingood faith.IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case ofBlackboard by its authorized officer, as of the day and year set forth under their signaturesbelow.         Blackboard Inc.       /s/ Judy Verses By: /s/ Michael Chasen         Judy Verses   Michael Chasen, CEO and President         Date: July 2, 2008   Date: July 2, 2008  
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