exv10w20







Exhibit 10.20




BLACKBOARD INC.

Restricted Stock Agreement




	 	 	 	 	 

	Name of Participant:
	 	 	 	 
	 

	 	 

	 	 
	Number of shares of restricted common stock awarded:
	 	 	 	 
	 

	 	 

	 	 
	Grant Date:
	 	 	 	 
	 

	 	 

	 	 
	Vesting Date:
	 	 	 	 
	 

	 	 

	 	 






     Blackboard Inc. (the “Company”) has selected you to receive the restricted stock award
described above, which is subject to the provisions of the Company’s 2004 Stock Incentive Plan (the
“Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm
your acceptance of this restricted stock award and of the terms and conditions of this Agreement by
signing a copy of this Agreement where indicated below.



	 	 	 	 	 
	 	Blackboard Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	      	 
	 	 	Title:  	      	 
	 



Accepted and Agreed:




	 	 	 

	 

[Name of Participant]

	 	 






 









 






BLACKBOARD INC.




Restricted Stock Agreement 

Granted Under 2004 Stock Incentive Plan




     The terms and conditions of the award of shares of restricted common stock of the Company (the
“Restricted Shares”) made to the Participant, as set forth on the cover page of this Agreement, are
as follows:



     1. Issuance of Restricted Shares.


          (a) The Restricted Shares are issued to the Participant, effective as of the Grant Date (as
set forth on the cover page of this Agreement), in consideration of employment, director or other
services rendered and to be rendered by the Participant to the Company.


          (b) As promptly as practicable following the Grant Date, the Company shall cause the issuance
by certificates or other form in favor of the Participant for the Restricted Shares. If
certificates, such certificate(s) shall initially be held on behalf of the Participant by the
Secretary of the Company or his/her designee. Following the vesting of any Restricted Shares
pursuant to Section 2 below, the Secretary shall, if requested by the Participant, deliver to the
Participant a certificate representing the vested Restricted Shares or issue such Restricted Shares
in any other manner designated by the plan administrator.



     2. Vesting.


          (a) Vesting Schedule. Unless otherwise provided in this Agreement or the Plan, the
Restricted Shares shall vest in accordance with the following vesting schedule:


          [Insert vesting schedule]



Any fractional number of Restricted Shares resulting from the application of the foregoing
percentages shall be rounded down to the nearest whole number of Restricted Shares.



          (b) Certain Events. Notwithstanding the foregoing vesting schedule, upon the
occurrence of a Reorganization Event or a Change in Control Event (as defined in the Plan), except
to the extent specifically provided to the contrary in any other agreement between the Participant
and the Company, the vesting hereunder shall be accelerated so that such additional number of
Restricted Shares which otherwise would have first vested within 12 months following such
Reorganization Event or Change in Control Event shall become immediately vested, and any remaining
unvested Restricted Shares shall continue to vest in accordance with the vesting schedule set forth
herein as though such 12 month period had actually passed. 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 the number of Restricted Shares
which otherwise would have first vested



 









 








within 24 months following such termination or Constructive Termination (“Additional
Acceleration”) shall become immediately vested, provided that the acceleration periods under this
Section 2(b) shall be cumulative, and any remaining unvested Restricted Shares shall continue to
vest in accordance with the vesting schedule set forth herein as though such additional 24 month
period had actually passed. Without prior notice to the Participant, the Company’s Compensation
Committee may accelerate the vesting hereunder upon a resolution of the Compensation Committee duly
passed and approved.




     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; provided that
this sentence shall not apply if Additional Acceleration has occurred.



     3. Forfeiture of Unvested Restricted Shares Upon Employment Termination.



     In the event that the Participant ceases to be for any reason or no reason, with or without
cause (except as provided in Section 2(b) above), an employee, officer or director of, or
consultant or advisor to, the Company or any other entity the employees, officers, directors,
consultants, or advisors of which are eligible to receive grants under the Plan, all of the
Restricted Shares that are unvested as of the time of such employment termination shall be
forfeited immediately and automatically to the Company, without the payment of any consideration to
the Participant, effective as of such termination of employment. The Participant shall have no
further rights with respect to any Restricted Shares that are so forfeited. If the Participant is
employed by a subsidiary of the Company, any references in this Agreement to employment with the
Company shall instead be deemed to refer to employment with such subsidiary. Notwithstanding the
foregoing, if the Participant violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, any unvested Restricted Shares shall terminate immediately upon notice
by the Company to Participant of such violation.



     4. Restrictions on Transfer.



     The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of,
by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest
therein, until such Restricted Shares have vested, except that the Participant may transfer such
Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts,
siblings, grandchildren and any other relatives approved by the Compensation Committee
(collectively, “Approved Relatives”) or to a trust established solely for the benefit of the
Participant and/or Approved Relatives, provided that such Restricted Shares shall remain
subject to this Agreement (including without limitation the forfeiture provisions set forth in
Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted
transferee shall, as a



 









 





condition to such transfer, deliver to the Company a written instrument confirming that such
transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of
the sale of all or substantially all of the shares of capital stock of the Company (including
pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its
books any of the Restricted Shares which have been transferred in violation of any of the
provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay
dividends to any transferee to whom such Restricted Shares have been transferred in violation of
any of the provisions of this Agreement.




     5. Restrictive Legends.



     All certificates representing Restricted Shares shall have affixed thereto a legend in
substantially the following form, in addition to any other legends that may be required under
applicable law:



     “These shares of stock are subject to forfeiture provisions and restrictions on transfer set
forth in a certain Restricted Stock Agreement between the corporation and the registered owner of
these shares (or his or her predecessor in interest), and such Agreement is available for
inspection without charge at the office of the Secretary of the corporation.”



     6. Rights as a Shareholder.



     Except as otherwise provided in this Agreement, for so long as the Participant is the
registered owner of the Restricted Shares, the Participant shall have all rights as a shareholder
with respect to the Restricted Shares, whether vested or unvested, including, without limitation,
any rights to receive dividends and distributions with respect to the Restricted Shares and to vote
the Restricted Shares and act in respect of the Restricted Shares at any meeting of shareholders;
provided, however, that if any dividends or distributions are paid in shares, or consist of
a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the
shares, cash or other property will be subject to the same restrictions on transferability as the
Restricted Shares with respect to which they were paid.



     7. Provisions of the Plan.



     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this Agreement. As provided in the Plan, upon the occurrence of a Reorganization
Event (as defined in the Plan), the rights of the Company hereunder (including the right to receive
forfeited Restricted Shares) shall inure to the benefit of the Company’s successor and, unless the
Board determines otherwise, shall apply to the cash, securities or other property which the
Restricted Shares were converted into or exchanged for pursuant to such Reorganization Event in the
same manner and to the same extent as they applied to the Restricted Shares under this Agreement.



     8. Tax Matters.


          (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or
she is responsible obtaining the advice of the Participant’s own tax advisors with respect to the
acquisition of the Restricted Shares and the Participant is relying solely on such



 









 








advisors and not on any statements or representations of the Company or any of its agents with
respect to the tax consequences relating to the Restricted Shares. The Participant understands
that the Participant (and not the Company) shall be responsible for the Participant’s tax liability
that may arise in connection with the acquisition, vesting and/or disposition of the Restricted
Shares. The Participant acknowledges that he or she has been informed of the availability of
making an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to
the issuance of the Restricted Shares and that the Participant has decided not to file a Section
83(b) election.



          (b) Withholding. The Participant acknowledges and agrees that the Company has the
right to deduct from payments of any kind otherwise due to the Participant any federal, state,
local or other taxes of any kind required by law to be withheld with respect to the vesting of the
Restricted Shares. On each date on which Restricted Shares vest, the Company shall deliver written
notice to the Participant of the amount of withholding taxes due with respect to the vesting of the
Restricted Shares that vest on such date; provided, however, that the total tax withholding cannot
exceed the Company’s minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). The Participant may, at the option of the Participant,
satisfy such tax withholding obligations by transferring to the Company, on each date on which
Restricted Shares vest under this Agreement, such number of Restricted Shares that vest on such
date as have a fair market value (calculated using the last reported sale price of the common stock
of the Company on the NASDAQ National Market on the trading date immediately prior to such vesting
date) equal to the amount of the Company’s tax withholding obligation in connection with the
vesting of such Restricted Shares. To effect such delivery of Restricted Shares, the Participant
shall deliver a written notice to the Company that authorizes the Company to take any actions
necessary or appropriate to cancel any certificate(s) representing such Restricted Shares and
transfer ownership of such Restricted Shares to the Company; and if the Company or its transfer
agent requires an executed stock power or similar confirmatory instrument in connection with such
cancellation and transfer, the Participant shall promptly execute and deliver the same to the
Company.



     9. Miscellaneous.


          (a) No Right to Continued Employment. The Participant acknowledges and agrees that,
notwithstanding the fact that the vesting of the Restricted Shares is contingent upon his or her
continued employment by the Company, this Agreement does not constitute an express or implied
promise of continued employment or confer upon the Participant any rights with respect to continued
employment by the Company.


          (b) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable
conflicts of laws provisions.


          (c) Agreement in Connection with Public Offering. The Participant agrees, in
connection with an underwritten public offering of the Company’s securities pursuant to a
registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant
any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the



 









 








Participant (other than those shares included in the offering) without the prior written
consent of the Company or the underwriters managing such initial underwritten public offering of
the Company’s securities for a period of 90 days from the effective date of such registration
statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the
Company or the managing underwriters at the time of such offering.



          (d) Participant’s Acknowledgments. The Participant acknowledges that he or she has
read this Agreement, has received and read the Plan, and understands the terms and conditions of
this Agreement and the Plan.



[END OF AGREEMENT]