exv10w21







Exhibit
10.21



BLACKBOARD INC.




Amendment to Nonstatutory Stock Option Agreement and Restricted Stock Agreement



     THIS AMENDMENT is made between Blackboard Inc., a Delaware corporation (the “Company”), and
[insert name of Section 16(a) officer] (the “Participant”), and amends the Nonstatutory Stock
Option Agreements dated [insert dates] and the Restricted Stock Agreements dated [insert dates]
(collectively, the “Agreements”). This Amendment will be effective as of February __, 2011.



The parties, for good and valuable consideration, the sufficiency of which is hereby acknowledged,
agree as follows:




1. Section 2 of each of the Nonstatutory Stock Option Agreements is amended as follows:



          The following paragraphs are added after the third paragraph:


          “If within 12 months of a Reorganization Event or a Change in Control Event, the Participant
ceases to be an Eligible Participant due to termination by the Company of its relationship with the
Participant without Cause (as defined below) or a Constructive Termination (as defined below) of
the Participant, except to the extent specifically provided to the contrary in any other agreement
between the Participant and the Company, the vesting hereunder shall be further accelerated so that
this option shall become immediately exercisable.


          For the purposes of this option, a “Constructive Termination” is deemed to have occurred if
the Participant is relocated outside of the Participant’s then residential area without his or her
consent or there is a material diminution of the Participant’s compensation, duties or
responsibilities without his or her consent.


          In the event that the Participant dies, becomes disabled (within the meaning of Section
22(e)(3) of the Code) or is terminated without Cause (as defined below), the vesting hereunder
shall be accelerated so that this Option shall become immediately exercisable for the number of
Shares subject to this option which otherwise would have first vested within 12 months following
such termination.”



2. Section 2 of each of the Restricted Stock Agreements is amended as follows:



          The following paragraphs are added to the end of Section 2(b):


          “If within 12 months of a Reorganization Event or a Change in Control Event, the Participant
ceases to be an Eligible Participant due to termination by the Company of its relationship with the
Participant without Cause (as defined below) or a Constructive Termination (as defined below) of
the Participant, except to the extent specifically provided to the contrary in any other agreement
between the Participant and the Company, the vesting hereunder shall be further accelerated so that
all of the unvested Restricted Shares, if any, shall become immediately vested.


          For the purposes of this agreement, a “Constructive Termination” is deemed to have occurred if
the Participant is relocated outside of the Participant’s then residential area without his or her
consent or there is a material diminution of the Participant’s compensation, duties or
responsibilities without his or her consent.


          In the event that the Participant dies, becomes disabled (within the meaning of Section
22(e)(3) of the Code) or is terminated without Cause (as defined below), the vesting hereunder
shall be accelerated so that the number of Restricted Shares which otherwise would have first
vested within 12 months following such termination shall become immediately vested.


          For all purposes under this Agreement, “Cause” shall mean willful misconduct by the
Participant or willful failure by the Participant to perform his or her responsibilities to the
Company (including, without limitation, breach by the Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between
the Participant and the Company), as determined by the Company, which determination shall be
conclusive. The Participant shall be considered to have been discharged for “Cause” if the Company
determines, within 30 days after the Participant’s resignation, that discharge for cause was
warranted.”



3. Except as expressly provided herein, the terms and conditions of each of the Agreements remain
unmodified. All capitalized terms not defined herein shall have the meaning set forth in the
Agreements.




4. This Amendment shall be governed by the same provisions as set forth in Section 7 of each
Agreement. If any part of this Amendment is held by a court of competent jurisdiction to be void or
unenforceable, the remaining provisions shall continue with full force and effect.




 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date indicated
below.



	 	 	 	 	 	 	 

	 	 	Blackboard Inc.	 	 
	 
	Dated: [Date]

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Print	 	 
	 	 	Name: