EXHIBIT 10.7
RELEASE AGREEMENT
This Release
Agreement (“Agreement”) between Blackboard Inc.
(“Blackboard”) and Andrew Harris Rosen
(“Rosen”) is made this 7 th day of December, 2004.
WHEREAS, Rosen’s employment
with Blackboard is subject to an Employment Agreement between Rosen
and Blackboard dated September 15, 2003 (“Employment
Agreement”); and
WHEREAS, Rosen and Blackboard
wish to end their employment relationship and to resolve all
outstanding matters between them amicably;
NOW THEREFORE, in consideration
of the promises set forth below, the parties hereto agree as
follows:
1.
Employment: Ending Date . Rosen’s employment with
Blackboard ended, effective December 1, 2004.
2.
Release Payment . Blackboard will pay Rosen $328,580.76 and
will pay directly to Cigna the applicable COBRA premiums through
December 1, 2005 (collectively, the “Payment”).
The Payment shall be in a lump sum in a check to be sent to Rosen
on or before January 1, 2005. Rosen has vested in the
following options to purchase shares of Blackboard’s common
stock, par value $0.01 per share, in the amount and by the date set
forth opposite each of the following grants (collectively, the
“Options”):
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Option
Agreement Date
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Options
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Strike Price
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Expiration Date
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91,671
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$
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0.13
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March 1,
2005
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7,865
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$
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9.66
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December 31, 2006
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1,966
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$
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9.66
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December 1, 2009
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94,384
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$
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9.34
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December 1, 2009
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Rosen acknowledges and agrees
that the payment and Options are the only payment or compensation
of any kind to which he is entitled from Blackboard under his
Employment Agreement or any other source of obligation, including
but not limited to salary, bonuses, stock and stock options (other
than the Options), benefits, commissions or reimbursement for
expenses (whether submitted or unsubmitted). In consideration for
Rosen’s execution of this Agreement, Blackboard will pay him
$15,000 on or by January 1, 2005.
3.
Confidentiality . The content of this Agreement, the fact of
the execution of this Agreement and the circumstances leading to
the execution of the Agreement are confidential and are not to be
disclosed except as necessary to a party’s respective
accountants, attorneys, income tax preparers or similar
professionals, each of whom shall be bound by this confidentiality
requirement.
4.
Release .
(a) Rosen
hereby releases, remises and discharges Blackboard and each and
every one of its former or current directors, officers, employees,
members, successors, predecessors, subsidiaries, assigns and
attorneys of and from all actions, causes of action, claims or
complaints (collectively, “Claims”) in law or equity
that Rosen or his heirs, executors, administrators, assigns,
agents, representatives or attorneys ever had or now has by reason
of any matter, cause or thing whatsoever at any time up to and
including the date of execution of this Agreement, including but
not limited to any Claim of discrimination, harassment,
retal
