OUTSIDE DIRECTOR COMPENSATION POLICY
In order to attract and retain qualified and experienced independent directors to serve on the Board of Directors
of Blackboard Inc. (the “Corporation”), the Board of Directors has adopted this Outside Director Compensation
Policy (the “Policy”) which shall apply to non-employee directors of the Corporation.
Board Meeting, Committee, and Event Fees
Each Board Member shall receive the fees listed below for attendance at Board meetings, committee meetings
and Blackboard events. Such fees shall be payable semi-annually on or about June 30 and December 31 of each
As a policy, Blackboard encourages its Board Members to attend its annual stockholder meetings and
accordingly, the fees for attendance at Blackboard events shall include attendance at Blackboard’s annual
The maximum amount of fees that a Board Member may receive in any given calendar year for attendance at
Board meetings, committee meetings and Blackboard events are as follows:
Board Members shall be eligible for stock option grants as follows:
• Each Board Member serving on the Board of Directors after the annual stockholder meeting in any given
year shall be paid a $10,000 annual retainer payable quarterly in advance.
• Board Members elected or appointed to the Board of Directors in between annual meetings shall be paid
a prorated retainer based on the period from the time of such election or appointment until the date one
year after the previous annual meeting.
• $5,000 for each board meeting attended in person
• $2,500 for each board meeting attended via telephone
• $1,500 for each committee meeting attended in person
• $3,000 if chairing the committee meeting in person
• $750 for each committee meeting attended via telephone
• $1,500 if chairing the committee meeting via telephone
• $1,500 for each event (such as user conferences, gove