Exhibit 10.7**EMPLOYMENT AGREEMENT**THIS EMPLOYMENT AGREEMENT (the “**Agreement**”) is entered into by and between David Sample (“**you**”) andBlackboard Inc. (“**Blackboard**”).     WHEREAS, Blackboard desires to employ you on the terms and conditions hereinafter set forthand you desire to accept such employment;     NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein,the parties agree as follows:1. Responsibilities. Blackboard agrees to hire you as the Senior Vice President, Sales**.**You shall devote your entire business time, attention, skill and energy exclusively to the businessof Blackboard and perform the responsibilities assigned to you in accordance with the standards andpolicies that Blackboard may from time to time establish. With prior written notice to Blackboard,you may engage in appropriate civic or charitable activities during business hours and devote areasonable amount of time to private investments or boards or other activities provided that suchactivities do not interfere or conflict with your responsibilities and are not or are not likely tobe contrary to Blackboard’s interests. You and Blackboard agree that your position is essential toBlackboard’s success and that the highest level of performance is required from you.2. Term of Employment. Blackboard agrees to employ you, and you agree to remain inemployment with Blackboard, from the date hereof until June 3, 2006 (the “**Initial Term**”), unlessyour employment terminates earlier pursuant to Section 5 below. This Agreement shall automaticallyrenew for successive one (1) year periods (each, a “**Renewal Term**” and together with the InitialTerm, the “**Term**”) unless either party provides prior written notice of its intent not to renewwithin ninety (90) days of the applicable Renewal Term.3. Compensation.     (a) Base Compensation. Your annual base compensation shall initially be US$225,000(“**Base Compensation**”), less applicable taxes and withholdings, payable in accordance withBlackboard’s regular payroll practices from time to time in effect. Blackboard’s Board ofDirectors (the “**Board**”) may review and adjust your Base Compensation periodically.     (b) Bonus Compensation. To be eligible to receive an annual bonus for any year, youmust meet financial performance targets set by the Board and be employed through March31st of the following year, and to be eligible to receive a quarterly bonus for anyquarter, you must remain employed for at least thirty one (31) days following the end of suchquarter. Your initial on-target bonus will be 100% of your Base Compensation. The actual amountof the bonus, if any, will be determined by the Board in its sole discretion. If an annual bonusis awarded, it will be paid in the year following that for which the bonus is being awarded, and ifa quarterly bonus is awarded, it will be paid in the quarter following that for which the bonus isbeing awarded.     (c) Business Expenses. During the Term, Blackboard shall pay or reimburse you for allordinary and reasonable business-related expenses you incur in the performance of your duties underthis Agreement. Blackboard will reimburse you for all such expenses upon the presentation by youof an itemized account of such expenditures, together with supporting receipts and otherappropriate documentation.     (d) Relocation Expenses. Blackboard will provide you with temporary housing andreimbursement for reasonable travel expenses for necessary travel between Concord, Massachusettsand Washington DC for a period of up to three (3) months; provided, however, that such three (3)month period may be extended by Blackboard on a month-to-month basis for up to an additional three(3) months. In addition, for your relocation to the metropolitan D.C. area, Blackboard willarrange for (i) the reasonable shipment of your household goods to the metropolitan D.C. area atBlackboard’s expense and (ii) reimbursement of up to $25,000 in other documented reasonablerelocation expenses. To receive reimbursement, you must submit to Blackboard receipts documentingthe expenses incurred.4. Employee Benefits.     (a) In General. During the Term, you shall be eligible for all employee benefits thatBlackboard may provide to employees who are officers of Blackboard, which may include, but are notlimited to benefits such as health
 

 
insurance plans, a stock option plan, paid holidays and 401(k), subject in each case to thegenerally applicable terms and conditions of any such plan or program in question and to thedeterminations of any person or committee administering any such plan or program. Blackboardreserves the right to modify or terminate any such benefit at any time.     (b) Vacation. You shall be eligible to take paid vacation during each calendar yearin accordance with Blackboard’s Employment Handbook.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 youprovide notice of such reason for resignation to Blackboard stating that such reason will begrounds for resignation with Good Reason, and if Blackboard fails to cure such reason within thirty(30) days following receipt of such notice.          (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 outside of the yourcurrent residential area without your consent; or (C) a material diminution of your compensation,duties or responsibilities.          (ii) During the Term, you agree to provide Blackboard six (6) months’ prior written notice ofyour resignation, with or without Good Reason. Blackboard may in its sole discretion place you onpaid administrative leave as of any date prior to the end of such 6-month notice period and requestthat you no longer be present on Blackboard premises. During any period of paid administrativeleave, you will not be authorized to act as a representative, or make any statements on 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, for more than twenty-six (26) weeks, whether or not consecutive, in anytwelve-month period (“**Disability**”). Termination will be effective upon the occurrence of suchevent.6. Severance Payments.     (a) After the first six (6) months of your Initial Term have elapsed, if during the remainderof the Term Blackboard terminates your employment without Cause (as defined in Section 5(b)) orfails to renew this Agreement pursuant to Section 2, then Blackboard will pay you your then currentBase Salary, less applicable taxes and withholdings, and COBRA premiums for the six (6) monthsimmediately following the Termination Date (“**Severance Payments**”). The Severance Payments shall bemade consistent with Blackboard’s regular payroll schedule. To
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receive the Severance Payments you must sign a release of any and all claims in the formprovided by Blackboard. Such Severance Payments shall begin at the later of (i) the first payperiod following your Termination Date or (ii) ten (10) days after you deliver the signed releaseto Blackboard. The Severance Payments will end the earlier of (A) six (6) months after they beginor (B) upon your employment in a position with no less seniority and compensation, including as anemployee, owner or independent contractor. You have a duty to take all reasonable measures to findemployment promptly after your employment with Blackboard terminates.     (b) If during the Term you resign for Good Reason, as defined in Section 5(c), you shall beentitled to the Severance Payment as described in Section 6(a), provided that you continue workingfor Blackboard for a period of at least six (6) months following Blackboard’s receipt of writtennotice from you of your resignation pursuant to Section 5(c)(i)(A), unless you are placed onadministrative leave by Blackboard; in such case, you shall be entitled to six (6) months’severance under this Section 6 as well as regular compensation under Section 3 until theTermination Date. To receive the Severance Payment, you must sign a release of any and all claimsin the form provided by Blackboard. Such Severance Payment shall begin at the later of (i) thefirst pay period following your Termination Date or (ii) ten (10) days after you deliver the signedrelease to Blackboard. The Severance Payments will end the earlier of (A) six (6) months afterthey begin or (B) upon your employment in any capacity, including as an employee, owner orindependent contractor. You have a duty to take all reasonable measures to find employmentpromptly after your employment with Blackboard terminates.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, Non-Solicitation and Non-Competition Agreement.     (a) Confidential Information. You shall not disclose or use at any time, eitherduring or after your Termination Date, any confidential information, including, but not limited to,the terms of this Agreement, existing and prospective investments, trade secrets or proprietaryinformation, strategic sourcing information or analysis, financing information and sources,patents, patent applications, developmental or experimental work, formulas, test data, prototypes,models, know how and product specifications, financial information, financial projections and proforma financial information, sales and marketing strategies, plans and programs and productdevelopment information, employees’ and consultants’ benefits, perquisites, salaries, stockoptions, compensation, formulas or bonuses, and their non-business addresses and telephone numbers,organizational structure and reporting relationships, business plans, names, addresses, phonenumbers 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, whether patentable or not, whichyou learn as a result of your employment with Blackboard, whether or not you developed suchinformation. **“Confidential Information”**shall not include, without limitation, information that isor later becomes publicly available in a manner wholly unrelated to any breach of this Agreement byyou as of the date it enters the public domain. If you are uncertain whether something isConfidential Information you should treat it as Confidential Information until you receiveclarification from Blackboard that it is not Confidential Information. Confidential Informationshall remain at all times the property of Blackboard. You may use or disclose ConfidentialInformation only as authorized and necessary in performing your responsibilities under thisAgreement during your employment with Blackboard; with the General Counsel’s prior written consent;in a legal proceeding between you and Blackboard to establish the rights of either party under thisAgreement, provided that you stipulate to a protective order to prevent any unnecessary use ordisclosure; or subject to a compulsory legal process that requires disclosure of such information,provided that you have complied with the following procedures to ensure that Blackboard has anadequate opportunity to protect its legal interests in preventing disclosure. Upon receipt of asubpoena that could possibly require disclosure of Confidential Information, you shall provide acopy of the compulsory process and complete information regarding the circumstances under which youreceived it to Blackboard by hand
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delivery within twenty-four (24) hours. You will not make any disclosure until the latest possibledate for making such disclosure in accordance with the compulsory process (“**Latest Possible Date**”).If Blackboard seeks to prevent disclosure in accordance with the applicable legal procedures, andprovides you with notice before the Latest Possible Date that it has initiated such procedures, youwill not make disclosures of any Confidential Information that is the subject of such procedures,until such objections are withdrawn or ruled on. You hereby acknowledge that any breach of thisSection 8(a) would cause Blackboard irreparable harm.     (b) Outside Activities. You shall submit to Blackboard’s General Counsel, within areasonable time prior to dissemination, the text of any speech, professional paper, article orsimilar external communication created by you which relates to Blackboard’s present or futurebusiness or research and development endeavors. The General Counsel 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 or Copyrighted Work does not relate directlyto the business of Blackboard or to Blackboard’s actual or demonstrably anticipated research ordevelopment; and (D) the Invention, Copyright or Copyrighted Work does not result from any workperformed by you for Blackboard or at the request of Blackboard. Notwithstanding the foregoing,you shall have sole ownership to Copyright or Copyright Work developed by you if advance writtenpermission was obtained from Blackboard’s General Counsel to develop such material.          (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
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Inventions, (II) any and all applications for patent, domestic and foreign that may be filedon said Improvements and Inventions, and (III) any and all patents that may issue or be granted onsuch applications, except those excluded under Section 8(d)(ii) of this Agreement. Both during andafter your Termination Date you will on request immediately sign and deliver to Blackboard withoutfurther consideration any and all documents necessary to perfect the assignments granted in thisSection.               (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 and after your Termination Date, you will on request immediately sign anddeliver to Blackboard without further consideration, all instruments in writing requiring yoursignature and deemed by Blackboard to be necessary or advisable in, or in connection with, filingor prosecuting of any application for any patent covering Improvements, Inventions or anydivisional, continuing, renewal or reissue application or reexamination request based upon anyapplication for patent. In the event that Blackboard is unable for any reason whatsoever to secureyour signature to any lawful and necessary documents required to apply for or execute any patentapplication with respect to such idea, process, development, design, system, program, discovery,invention, improvement or writing (including renewals, extensions, continuations, divisions orcontinuations in pat thereof), you hereby irrevocably designate and appoint Blackboard and itsofficers and agents, as your agents and attorneys-in-fact to act for and on your behalf and insteadof you, to execute and file any such application and to do all other lawfully permitted acts tofurther the prosecution and issuance of patents thereon with the same legal force and effect as ifexecuted 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 General Counsel, directlyor indirectly, individually or as part of or on behalf of any other person, company, employer orother entity: (a) hire or attempt to solicit for hire, or encourage to end their relationship withBlackboard, any persons who have been employed by Blackboard at any time within the previous six(6) months (a “**Covered Employee**”). If during the Restricted Period any Covered Employee acceptsemployment with any person, company, employer or other entity of which you are an officer,director, employee, partner, shareholder (other than of less than 5% of the stock in a publiclytraded company) or joint venture, it will be presumed that the Covered Employee was hired inviolation of this provision (the “**Presumption**”). This Presumption may only be overcome by yourshowing by a preponderance of the evidence that you were not directly or indirectly involved inhiring, soliciting or encouraging the Covered Employee to leave employment with Blackboard; (b)sell or otherwise provide, or solicit for the purposes of selling or otherwise providing, servicesor products that directly or indirectly compete with those sold by Blackboard as of the TerminationDate to any person or entity that has within the twelve (12) months preceding the Termination Datepurchased any such services or products from Blackboard and with whom you had direct contact onbehalf of Blackboard during that time; or (c) own, manage, operate, control, be employed by,participate in, work in, advise, consult or contract with, or support in any manner any businessthat is similar to the type of business conducted by Blackboard as of the Termination Date withinthe geographical area in which, as of the Termination Date, Blackboard is actively marketing or hasmade a significant investment in time and money to prepare to market its products or serviceswithin the six (6) month period after the Termination Date. You
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agree that these provisions are necessary to protect Blackboard’s legitimate business interests.You warrant that the provisions will not unreasonably interfere in your ability to earn a living orto pursue your occupation after the Termination Date. You agree to notify any person or entity towhich you provide services during the Restricted Period of your obligations under this Section 9.10. 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 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.     (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) Nature of Agreement. This Agreement and the attachment hereto constitute the entireagreement between you and Blackboard and supercede all prior agreements and understandings betweenyou 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 Senior Vice President for Human Resources ofBlackboard. A delay or failure by Blackboard to exercise any right that is the subject of thisAgreement will not be construed as a waiver of that right. A waiver of a breach on any oneoccasion will not be construed as a waiver of any other breach. Regardless of the choice of lawprovisions of the District of Columbia or any other jurisdiction, the parties agree that thisAgreement shall be otherwise interpreted, enforced and governed by the laws of the District ofColumbia. This Agreement will continue in effect until all obligations under it are fulfilled. Ifany part of this Agreement is held by a court of competent jurisdiction to be void orunenforceable, the remaining provisions shall continue with full force and effect. This Agreementis not assignable by you. This Agreement is binding on you with respect to Blackboard, itssuccessors or assigns. This Agreement may be executed in any number of counterparts each of whichshall be an original, but all of which together shall constitute one instrument. The headings inthis Agreement are for convenience only and shall not effect the interpretation of this Agreement.You further certify that you fully understand the terms of this Agreement and have entered into itknowingly and voluntarily.     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/ David Sample   By: /s/ Michael Chasen       David Sample     Michael Chasen, CEO and President       Date: June 3, 2005 Date: June 3, 2005
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**AMENDMENT TO EMPLOYMENT AGREEMENT**Blackboard Inc. (“Blackboard”) and David Sample hereby enter into this Amendment to the June 3,2005 Employment Agreement (“Agreement”) between them.The parties, for good and valuable consideration, the sufficiency of which is hereby acknowledged,hereby agree as follows:1. The first sentence of Section 3(d) of the Agreement is hereby amended and restated as follows:“(d) Relocation Expenses. (i) Blackboard will provide you with temporary housingand reimbursement for reasonable travel expenses for necessary travel between Concord,Massachusetts and Washington DC until April 30, 2006 as follows: Blackboard will (i)directly pay for your temporary housing from July 5, 2005 to October 5, 2005 in the amountof $11,453.89 and will withhold the appropriate taxes for such amount, and (ii) reimburseyou for your temporary housing from October 5, 2005 to April 30, 2005 in the amount of$2,166 per month and will gross up such amounts for the applicable tax.”2. 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 laws of the District of Columbia and shall besubject to the Dispute Resolution provisions set forth in Section 12 of the Agreement. If any partof this Amendment is held by a court of competent jurisdiction to be void or unenforceable, theremaining provisions shall continue with full force and effect.This Amendment has been agreed to and executed by the following parties on the dates set forthopposite their names:           Blackboard Inc.       /s/ David Sample   By: /s/ Michael Chasen       David Sample     Michael Chasen, CEO and President       January 31, 2006   January 31, 2006