AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement by and between Blackboard Inc. and Matthew H. Small, which took effect
January 26, 2004 (“ Agreement ”) is hereby amended pursuant to this Amendment to Employment Agreement
(“ Amendment ”). This Amendment will take effect on October 18, 2008.
The parties, for good and valuable consideration, the sufficiency of which is hereby acknowledged, hereby agree
1. Section 7, “Termination by the Company,” part (a)(i) is hereby amended and restated as follows:
2. Section 8, “Termination by Death or Disability of the Employee,” part (c) is hereby amended by adding the
This amount shall be paid in a lump sum, less applicable taxes and withholdings. To receive this amount
Employee must sign a release of any and all claims in the form provided by the Company. This amount
shall be paid on the first pay period following Employee’s termination date that is at least ten days after
Employee delivers the signed release to the Company; provided, however, that if the maximum period of
time permitted under applicable law for the Employee to sign and revoke the release extends into the
calendar year following the calendar year of the Employee’s termination date, then the Severance
Payment shall be made no earlier than January 1 of such subsequent calendar year. .
3. Section 9, “Termination by the Employee,” parts (a) and (a)(i) are hereby amended and restated as follows:
9. Termination by the Employee .
(i) pay to the Employee an amount equal to his annual base salary based on his highest annual base salary
for the three year period prior to the termination date and earned bonus through the end of and including
the then current quarter, less applicable taxes and withholdings (“Severance Payment”). The Severance
Payment shall be made in a lump sum, less applicable taxes and withholdings. To receive the Severance
Payment Employee must sign a release of any and all claims in the form provided