Attached files
| file | filename |
|---|---|
| 10-K - 10-K - BLACKBOARD INC | w77357e10vk.htm |
| EX-31.1 - EX-31.1 - BLACKBOARD INC | w77357exv31w1.htm |
| EX-10.7 - EX-10.7 - BLACKBOARD INC | w77357exv10w7.htm |
| EX-21.1 - EX-21.1 - BLACKBOARD INC | w77357exv21w1.htm |
| EX-32.1 - EX-32.1 - BLACKBOARD INC | w77357exv32w1.htm |
| EX-10.6 - EX-10.6 - BLACKBOARD INC | w77357exv10w6.htm |
| EX-23.1 - EX-23.1 - BLACKBOARD INC | w77357exv23w1.htm |
| EX-32.2 - EX-32.2 - BLACKBOARD INC | w77357exv32w2.htm |
| EX-10.15 - EX-10.15 - BLACKBOARD INC | w77357exv10w15.htm |
| EX-31.2 - EX-31.2 - BLACKBOARD INC | w77357exv31w2.htm |
| EX-10.16 - EX-10.16 - BLACKBOARD INC | w77357exv10w16.htm |
| EX-10.10 - EX-10.10 - BLACKBOARD INC | w77357exv10w10.htm |
Exhibit 10.11
Outside Director Compensation Plan
The following compensation shall be paid to non-employee directors of Blackboard’s Board of
Directors:
Cash Retainers
| Amount per year | |||
Board member |
$ | 50,000 | |
Audit Committee chair |
$ | 20,000 | |
Audit Committee non-chair member |
$ | 5,000 | |
Compensation Committee chair |
$ | 20,000 | |
Compensation Committee non-chair member |
$ | 5,000 | |
Nominating & Corp Gov Committee chair |
$ | 20,000 | |
Nominating & Corp Gov Committee non-chair member |
$ | 5,000 | |
Non-Executive Chairman of the Board |
$ | 20,000 | |
| • | Paid quarterly in arrears at the beginning of each fiscal quarter for the prior quarter. | |
| • | New board members shall receive the pro-rated amount in the quarter in which they are first elected or appointed. |
Meeting Fees
For a non-executive Chairman of the Board, the following meeting fees will be paid:
| • | $4,000 per meeting day for in-person meetings of the Board of Directors | ||
| • | $2,000 per telephonic meeting of the Board of Directors |
Equity Grants
Initial Grant
Each new outside director shall receive a stock option grant on the next regularly scheduled stock
option grant date following the director’s date of election or appointment. The terms of such
grant shall be as follows:
Amount
|
12,000 stock options (as adjusted for stock splits or similar events) | |
Term
|
8 years (unless required under the relevant plan to be shorter) | |
Vesting period
|
3 years (one-third on each anniversary of grant) | |
Vesting start date
|
Date of election or appointment | |
Post-directorship exercise period
|
1 year | |
Change in Control
|
As provided in plan | |
Exercise Price
|
Most recent closing price of the stock as of the date of grant |
Annual Grant
On June 15 of each year, each outside director who has served on the Board for at least six months
shall receive a grant of stock options on the terms listed below.
Amount
|
6,000 stock options (as adjusted for stock splits or similar events) | |
Term
|
8 years (unless required under the relevant plan to be shorter) | |
Vesting period
|
100% vesting on May 1st of the following year | |
Vesting start date
|
Date of grant | |
Post-directorship exercise period
|
1 year | |
Change in Control
|
As provided in plan | |
Exercise Price
|
Most recent closing price of the stock as of the date of grant |
A director who represents an outside investor in Blackboard may elect to have the compensation
payable and stock options issuable under this Plan paid to such outside investor.