BOTTOMLINE TECHNOLOGIES INC /DE/
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), made as
of the 21st day of November, 2002, is entered into by Bottomline Technologies
(de), Inc., a Delaware corporation with its principal place of business at 325
Corporate Drive, Portsmouth, NH 03801 (the "Company"), and Mr. Joseph L. Mullen,
residing at 60 Tidewater Farm Road, Greenland, NH 03840 (the "Employee").

     WHEREAS, the Company desires to continue to employ the Employee, and the
Employee desires to continue to be employed by the Company.

     WHEREAS, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree as
follows:

     1. Term of Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the three year period commencing on November 21,
2002 (the "Commencement Date") and ending on November 21, 2005 (the "Initial
Period"), such period to be automatically renewed for successive three year
periods (each, a "Renewal Period" and, together with the Initial Period, the
"Employment Period"). The Initial Period or the Renewal Period, as the case may
be, shall not renew for a successive period if at least one year prior to the
end of the Initial Period or the Renewal Period, as the case may be, written
notice is provided by the Employee or the Company, as the case may be,
referencing this Section 1 and the non-renewal of this Agreement; provided,
that, if a Change in Control of the Company (as defined in Section 4 of this
Agreement) shall have occurred during the Employment Period, the Employment
Period and this Agreement shall continue in effect for a period of not less than
three years from the date on which such Change in Control occurred and any
notice of non-renewal pursuant to this Section 1 shall be deemed null and void.

For purposes of clarification and not limitation, any notice of non-renewal
provided by the Employee or the Company, as the case may be, referencing this
Section 1 shall not be deemed to be a notice of termination under Section 5.5 or
Section 5.6 of this Agreement. Notwithstanding anything to the contrary in this
Section 1, the Employment Period may be terminated sooner by the Employee or the
Company in accordance with the provisions of Section 5 of this Agreement.

     2. Title; Capacity. During the Employment Period, the Employee shall serve
as Chief Executive Officer and President of the Company. During the Employment
Period, the Employee shall be subject to the supervision of, and shall have such
authority as is delegated to him by, the Board of Directors of the Company (the
"Board"). The Employee hereby accepts such employment and agrees to undertake
the duties and responsibilities normally inherent in such position and such
other duties and responsibilities as the Board shall from time to time
reasonably assign to him. During the Employment Period, the Employee shall,
subject to the direction and supervision of the Board, devote his full business
time, best efforts, business judgment, skill and knowledge to the advancement of
the Company's business and interests and

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to the discharge of his duties and responsibilities hereunder. The Employee
agrees to abide by the rules, regulations, instructions, personnel practices and
policies of the Company and any changes therein which may be adopted from time
to time by the Company.

     3. Compensation and Benefits.

          3.1 Salary and Bonus. The Company shall pay the Employee, in arrears
in installments consistent with the Company's usual payroll practices, an annual
base salary of $270,000. The Company agrees to review the Employee's annual base
salary on each anniversary of the Commencement Date and may consider a merit
increase in such annual base salary for the ensuing calendar year based upon the
performance of the Employee during the prior year and in accordance with the
terms of this Agreement and such other factors as the Board or the compensation
committee of the Board may consider from time to time. In the event that the
Employee is, or is to be, employed for less than a full payroll installment
period, such installment of the annual base salary shall be appropriately
adjusted. The Employee shall be eligible to receive an annual bonus based upon
his performance and such other factors as the Board or the compensation
committee of the Board may consider from time to time.

          3.2 Fringe Benefits. Subject to Section 6 of this Agreement, the
Employee shall be entitled to participate in all employee benefit programs that
the Company establishes and makes available to its executive officers from time
to time (such as life insurance, health insurance, dental insurance, long-term
disability insurance and retirement programs whether such programs are
qualified, nonqualified and/or pretax contribution programs). The Employee shall
be entitled to four weeks paid vacation per year, to be taken at reasonable
times.

          3.3 Reimbursement of Expenses. The Company shall reimburse the
Employee for all reasonable business travel, entertainment and other business
expenses incurred or paid by the Employee in connection with, or related to, the
performance of his duties, responsibilities or services under this Agreement, in
accordance with expense reimbursement policies of the Company, upon presentation
by the Employee of documentation, expense statements, vouchers and/or such other
supporting information as the Company may reasonably request.

          3.4 Stock Incentives. The Company and the Employee have executed and
delivered one or more stock option agreements, pursuant to which the Employee
has been granted options to purchase shares of the Company's Common Stock
(collectively, with any future grants of stock options, the "Stock Options"),
such Stock Options being subject to the terms and conditions of the respective
Stock Option agreements and Section 6 of this Agreement. In addition, the
Employee shall be eligible to receive grants of stock options and other awards
and benefits pursuant to such employee stock option and other stock-based
employee benefit plans as the Company may maintain from time to time during the
Employment Period with respect to its key employees of similar stature and
compensation, and such amounts as may be determined by the Board of Directors in
its discretion.

     4. Change in Control of the Company; Potential Change in Control. The
Company recognizes that a Potential Change in Control of the Company (as defined
below) and/or a

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Change in Control of the Company (as defined below) and the uncertainties which
may arise among its senior executives in connection therewith could result in
the departure or distraction of its senior executives to the detriment of the
Company and its stockholders. Accordingly, in order to induce the Employee to
remain in the employ of the Company and to secure for the Company and its
stockholders the benefits of the Employee's continued attention and dedication
during the tenancy of any Potential Change in Control of the Company or Change
in Control of the Company, including the Employee's assessment of, and advice to
the Company's Board regarding, among other things, whether any Potential Change
in Control and/or Change in Control proposal would be in the best interest of
the Company and its stockholders, the Company has determined that it is in the
best interest of the Company and its stockholder to provide to the Employee the
extended severance benefits contained in this Agreement.

          4.1 Change in Control of the Company. A "Change in Control of the
Company" shall occur or be deemed to have occurred only if any one or more of
the following events occur:

               (i) any "person," as such term is used in Sections 13(d) and
          14(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") (other than the Company, any trustee or other
          fiduciary holding securities under an employee benefit plan of the
          Company, or any corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportion as
          their ownership of stock of the Company), is or becomes the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of securities of the Company representing more
          than 50% of the combined voting power of the Company's then
          outstanding securities;

               (ii) the stockholders of the Company approve a merger or
          consolidation of the Company with any other corporation, other than
          (A) a merger or consolidation which would result in the voting
          securities of the Company outstanding immediately prior thereto
          continuing to represent (either by remaining outstanding or by being
          converted into voting securities of the surviving entity) more than
          80% of the combined voting power of the voting securities of the
          Company or such surviving entity outstanding immediately after such
          merger or consolidation or (B) a merger or consolidation effected to
          implement a recapitalization of the Company (or similar transaction)
          in which no "person" (as hereinabove defined) acquires more than 50%
          of the combined voting power of the Company's then outstanding
          securities; or

               (iii) the stockholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets.

          4.2 Potential Change in Control of the Company. A "Potential Change in
Control of the Company" shall be deemed to have occurred if:

               (i) the Company enters into an agreement, the consummation of
          which would result in the occurrence of a Change in Control of the
          Company;

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               (ii) any person (including the Company) publicly announces an
          intention to take or to consider taking actions which, if consummated,
          would constitute a Change in Control of the Company; or

               (iii) the Board adopts a resolution to the effect that, for
          purposes of this Agreement, a Potential Change in Control of the
          Company has occurred.

     5. Employment Termination. The employment of the Employee by the Company
shall terminate upon the occurrence of any of the following:

          5.1 Expiration of the Employment Period in accordance with Section 1.

          5.2 At the election of the Company, for cause, immediately upon
written notice by the Company to the Employee. For the purposes of this
Agreement, prior to a Change in Control of the Company, "for cause" shall mean
the discharge resulting from a determination by a vote of the Board that the
Employee:

               (i) has been convicted of a felony involving dishonesty, fraud,
          theft or embezzlement or any other felony;

               (ii) has willfully and persistently failed to attend to material
          duties or obligations reasonably imposed on him under this Agreement,
          which failure continues for 21 days following written notice thereof
          from the Board to the Employee referencing this Section 5.2(ii) and
          describing in reasonable detail the nature of the Employee's failure
          under this Section 5.2(ii);

               (iii) has breached any of his material obligations under any
          agreement between the Employee and the Company which imposes
          confidentiality, proprietary information, assignment of invention(s),
          non-competition or similar obligations on the Employee, as may be in
          effect from time to time, which breach is described in reasonable
          detail in a written notice referencing this Section 5.2(iii) from the
          Board to the Employee and which breach of a material obligation would
          have an adverse effect on the Company (collectively "Company
          Agreements"); or

               (iv) has performed or failed to act, which if he were prosecuted
          and convicted for such performance or failure would constitute a crime
          or offense involving money or property of the Company (in either case
          in an amount or at a value in excess of $5,000), or which would
          constitute a felony in the jurisdiction involved.

     For purposes of this Agreement, after a Change in Control of the Company,
"for cause" shall mean the discharge resulting from a determination by a vote of
the Board only under clause (i) or (iv) of this Section 5.2.

          5.3 Thirty days after the death or disability of the Employee. As used
in this Agreement, the term "disability" shall mean the Employee shall have been
unable to perform the

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services contemplated under this Agreement for a period of 90 days, whether or
not consecutive, during any 360-day period, due to a physical or mental
disability. A determination of disability shall be made by a physician
satisfactory to both the Employee and the Company; provided, that if the
Employee and the Company do not agree on a physician, the Employee and the
Company shall each select a physician and these two together shall select a
third physician, whose determination as to disability shall be binding on all
parties.

          5.4 At the election of the Employee, as a result of an Involuntary
Termination (as defined below), immediately upon written notice by the Employee
to the Company. For the purposes of this Agreement, "Involuntary Termination"
shall mean:


               (i) the continued assignment to the Employee of any duties or the
          continued change in the Employee's duties inconsistent in any material
          respect with the Employee's position (including title or reporting
          relationships), duties or responsibilities, as set forth in Section 2
          of this Agreement, which results in a significant diminution in such
          position, duties or responsibilities for a period of thirty (30) days
          following written notice thereof from the Employee to the Board
          setting forth in reasonable detail the respects in which the Employee
          believes such assignments or duties are significantly inconsistent
          with the Employee's prior position, duties or responsibilities;

               (ii) a reduction in the Employee's base compensation (as
          increased from time to time), other than in connection with a Company
          wide reduction in salaries;

               (iii) the imposition of a requirement by the Company, any person
          in control of the Company or any successor to the Company, that the
          location at which the Employee performs his principal duties for the
          Company or any successor to the Company be changed to a new location
          outside a radius of 50 miles from the then current location; or

               (iv) any breach by the Company of any material provision of this
          Agreement that continues uncured for thirty (30) days following
          written notice thereof from the Employee to the Board;

provided that (A) none of the foregoing shall constitute an Involuntary
Termination to the extent the Employee has agreed in writing thereto; and (B)
after a Change in Control of the Company, the 30-day cure periods described in
clauses (i) and (iv) shall not apply.

     The right of the Employee to terminate his employment as a result of an
Involuntary Termination shall not be affected by the Employee's disability, or
the fact that the Employee at such time may have an offer of employment from
another employer or any other reason for terminating his employment with the
Company.

          5.5 At the election of the Company, without cause, upon 60 days' prior
written notice to the Employee.

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          5.6 At the election of the Employee, other than as a result of an
Involuntary Termination, upon 90 days' prior written notice to the Board.

     6. Effect of Termination.

          6.1 Termination by the Company for Cause or by the Employee other than
as a result of an Involuntary Termination. In the event the Employee's
employment is terminated by the Company pursuant to Section 5.2 or by the
Employee pursuant to Section 5.6, the Company shall pay to the Employee the base
salary and benefits (excluding any bonuses the Employee would have been eligible
for) through the last day of his actual employment by the Company and, in the
case of termination by the Employee pursuant to Section 5.6, the provisions of
Section 6.5 shall apply with respect to the Stock Options.

          6.2 Termination for Death or Disability. If the Employee's employment
is terminated by death or because of disability pursuant to Section 5.3, the
Company shall pay to the estate of the Employee or to the Employee, as the case
may be, the base salary and benefits to which the Employee would otherwise be
entitled under Section 3 through the last day of his actual employment
(including the maximum bonus that the Employee would have been eligible for
under the Company's executive bonus program for the fiscal year, as if the
Employee had been employed for the entire fiscal year) and the provisions of
Section 6.5 shall apply with respect to the Stock Options.

          6.3 Involuntary Termination.

               6.3.1 Prior to a Potential Change in Control of the Company. In
the event that the Employee's employment is terminated by the Employee as a
result of an Involuntary Termination prior to a Potential Change in Control of
the Company or after the termination of a Potential Change in Control of the
Company transaction that is not consummated:

               (i) the Company shall pay to the Employee, within ten (10)
          business days after the termination of the Employee's employment, an
          amount equal to two times his then annual base salary (including the
          maximum bonus that the Employee would have been eligible for under the
          Company's executive bonus program for the then fiscal year, as if the
          Employee had been employed for the entire fiscal year);

               (ii) the Company shall continue to provide benefits as then in
          effect for a period of 24 months (other than benefits associated with
          any Company bonus plan), commencing with the first day following the
          effective date of termination; and

               (iii) the provisions of Section 6.5 shall apply with respect to
          the Stock Options.

               6.3.2 Upon or After a Potential Change in Control of the Company.
In the event that the Employee's employment is terminated by the Employee as a
result of an

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Involuntary Termination upon or after the occurrence of a Potential Change in
Control of the Company, for so long as such Potential Change in Control of the
Company transaction is not terminated prior to the Employee's termination, or
after the Change in Control of the Company:

               (i) the Company shall pay to the Employee, within ten (10)
          business days after the termination of the Employee's employment, an
          amount equal to three times his then annual base salary (including the
          maximum bonus that the Employee would have been eligible for under the
          Company's executive bonus program for the then fiscal year, as if the
          Employee had been employed for the entire fiscal year);

               (ii) the Company shall continue to provide benefits as then in
          effect for a period of 24 months (other than benefits associated with
          any Company bonus plan), commencing with the first day following the
          effective date of termination; and

               (iii) the provisions of Section 6.5 shall apply with respect to
          the Stock Options.

          6.4 Termination Without Cause.

               6.4.1 Prior to a Potential Change in Control of the Company. In
the event that (i) the Employee's employment is terminated by the Company
pursuant to Section 5.5 prior to a Potential Change in Control of the Company or
after the termination of a Potential Change in Control of the Company
transaction that is not consummated, or (ii) in the event that this Agreement is
not renewed pursuant to Section 1 of this Agreement prior to a Change in Control
of the Company:

               (i) the Company shall pay to the Employee, within ten (10)
          business days after the termination of the Employee's employment, an
          amount equal to two times his then annual base salary (including the
          maximum bonus that the Employee would have been entitled to under the
          Company's executive bonus program for the then fiscal year, as if the
          Employee had been employed for the entire fiscal year);

               (ii) the Company shall continue to provide benefits as then in
          effect for a period of 24 months (other than benefits associated with
          any Company bonus plan), commencing with the first day following the
          effective date of termination; and

               (iii) the provisions of Section 6.5 shall apply with respect to
          the Stock Options.

               6.4.2 Upon or After a Potential Change in Control of the Company.
In the event that the Employee's employment is terminated by the Company
pursuant to Section 5.5 upon or after a Potential Change in Control of the
Company, for so long as such Potential

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Change in Control of the Company transaction is not terminated prior to the
Employee's termination, or after the Change in Control of the Company:

               (i) the Company shall pay to the Employee, within ten (10)
          business days after the termination of the Employee's employment, an
          amount equal to three times his then annual base salary (including any
          bonuses that were earned and had vested prior to such termination, but
          that were not paid to the Employee by the Company prior to such
          termination);

               (ii) the Company shall continue to provide benefits as then in
          effect for a period of 24 months (other than benefits associated with
          any Company bonus plan), commencing with the first day following the
          effective date of termination; and

               (iii) the provisions of Section 6.5 shall apply with respect to
          the Stock Options.

          6.5 In the event that the Employee's employment with the Company is
terminated by (a) the Employee for any reason (or no reason) or (b) the Company
for any reason other than "for cause," as set forth in Section 5.2 of this
Agreement (or no reason):

               (i) the Employee's right to exercise the Stock Options shall
          become immediately exercisable in full upon the date of such
          termination; and

               (ii) the Employee shall have a period of two years (or the
          remainder of the applicable option term if less than two years) after
          the date of such termination to exercise any Stock Options; provided,
          however, that such two year period of exercisability shall not apply
          to any grant of stock options granted prior to June 1, 2001 with an
          exercise price of less than $6.76 per share.

For purposes of clarification and not limitation, this Section 6.5 is in
addition to any other rights the Employee may also have or be entitled to on the
date of this Agreement or in the future from time to time under this Agreement
with respect to benefits and compensation.

          6.6 No Duty to Mitigate. The Employee shall not be required to
mitigate the amount of any payment  provided for in this Section 6 nor shall the
amount  of any  payment  provided  for  in  this  Section  6 be  reduced  by any
compensation  earned  by the  Employee  as a result  of  employment  by  another
employer or by  retirement;  provided,  that the  Company  shall not provide any
non-cash benefit otherwise  receivable by the Employee if an equivalent  benefit
(on a  dollar-for-dollar  basis)  is  actually  received  by the  Employee.  The
Employee agrees to report promptly  receipt of any non-cash  benefit received by
the Employee to the Board.

          6.7 Violation of Company Agreements. Notwithstanding any other
provision of this  Agreement,  prior to a Change in Control of the Company,  the
Company  shall not be required to make any  payments or provide any  benefits to
the Employee under this Section 6 if the Employee shall have breached any of his
material obligations under any Company Agreement prior to a Change in Control of
the Company, which breach of a material obligation

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would have an adverse effect on the Company and which is described in reasonable
detail in a written notice from the Board to the Employee referencing this
Section or Section 5.2(iii).

          6.8 Survival. The provisions of Section 6 shall survive the
termination of this Agreement.

          6.9 No offset. Upon or after the occurrence of a Potential Change in
Control of the Company, for so long as such Potential Change in Control of the
Company transaction is not terminated prior to the Employee's termination, or
after a Change in Control of the Company, the Company shall have no right to
offset any amounts owed by the Employee to the Company against any amounts owed
by the Company to the Employee under this Agreement other than any amounts owed
by the Employee pursuant to Section 16 of this Agreement.

     7. Indemnification.

          7.1 As set forth in the Letter Agreement dated as of September 21,
2000, by and between the Employee and the Company, notwithstanding any provision
to the contrary in Paragraph 6 of Article Ninth of the Certificate of
Incorporation, as amended and restated from time to time, of the Company (the
"Certificate of Incorporation"), the (i) Employee shall not be required to
submit any documentation in connection with a request for indemnification under
Paragraph 6 of the Certificate of Incorporation, and (ii) the Company shall,
promptly after receipt of any written notice for indemnification from the
Employee, make advancements as requested in writing in accordance with the other
terms and provisions of Article Ninth of the Certificate of Incorporation;
subject, however, to the right of the Company to decline to make advancements
where, under the provisions of the Certificate of Incorporation and the relevant
provisions of Delaware law, the Company determines that such advancements are
not justified or permitted.

          7.2 The foregoing arrangement is contemplated by the provisions of
Article Ninth of the Certificate of Incorporation, which explicitly provide that
the Company has the right to extend additional assurances regarding
indemnification to its officers and directors.

     8. Successors. Binding Agreement. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Company expressly to
assume and agree to perform this Agreement. Failure of the Company to obtain an
assumption of this Agreement upon the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle the Employee, upon the
effectiveness of any such succession, to compensation from the Company in the
same amount as the Employee would be entitled hereunder if the Employee had
terminated his employment as a result of an Involuntary Termination upon or
after the occurrence of a Potential Change in Control of the Company. As used in
this Agreement, "Company" shall mean the Company as defined above and any
successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     9. Notices. All notices required or permitted under this Agreement shall be
in writing and shall be deemed effective upon personal delivery or three days
after deposit in the

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United States Post Office, by registered or certified mail, postage prepaid,
return receipt requested, addressed to the other party at the address shown
above (and, in the case of any notice to the Company, with a copy to John A.
Burgess, Esq., Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109),
or at such other address or addresses as either party shall designate to the
other in accordance with this Section 9.

     10. Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.

     11. Entire Agreement. This Agreement along with Stock Options constitutes
the entire agreement between the parties with respect to the subject matter of
this Agreement and supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter of such agreements; provided,
however, that the provisions contained herein relating to Stock Options are in
addition to and intended to supplement the terms and conditions of such Stock
Options; provided, further that in the case of any conflict between the terms
provided herein and the terms of any Stock Option or any document issued or
entered into in connection with any such Stock Option or the terms of any plan
governing any such Stock Option, the terms provided herein shall govern.


     12. Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.

     13. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of New Hampshire, without
giving effect to conflict of laws provisions.

     14. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business and the Employee's heirs, estate
administrator, executor and personal representative, provided, however, that the
obligations of the Employee are personal and shall not be assigned by him.

     15. Legal Fees. The Company shall pay all legal fees and related expenses
incurred by the Employee protecting, obtaining or enforcing any right or benefit
accruing to the Employee hereunder after a Potential Change in Control of the
Company which has not been terminated or after a Change in Control of the
Company.

     16. Taxes.

          16.1 All payments to be made to the Employee under this Agreement will
be subject to required withholding of federal, state and local income and
employment taxes.

          16.2 In the event that the Company undergoes a "Change in Ownership or
Control" (as defined below), the Company shall determine after receipt of each
"Contingent

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Compensation Payment" (as defined below) by the Employee, the amount, if any, of
the excise tax (the "Excise Tax") payable pursuant to Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), by the Employee with
respect to each such payment. Within 7 days of the receipt of each Contingent
Compensation Payment by the Employee, the Company shall make a cash payment (the
"Gross-Up Payment") to the Employee in an amount equal to the sum of:

               (i) the amount of the Excise Tax payable with respect to the
          Contingent Compensation Payment; and

               (ii) the amount necessary to pay all additional taxes imposed on
          (or economically borne by) the Employee (including the Excise Taxes,
          state and federal income taxes and all applicable withholding taxes)
          attributable to the receipt of the Gross-Up Payment.

     For purposes of the second sentence of this Subsection 16.2, all taxes
attributable to the receipt of the Gross-Up Payment shall be computed assuming
the application of the maximum tax rates provided by law.

          16.3 For purposes of this Section 16, the final determination of (a)
which amounts are properly characterized as Contingent Compensation Payments,
(b) the Excise Tax payable with respect to the Contingent Compensation Payments,
and (c) the amount of any taxes attributable to the receipt of the Gross-Up
Payment shall be made by the Employee. For purposes of this Section 16, the
following terms shall have the meaning given them in this Subsection 16.3:

               (i) "Change in Ownership or Control" shall mean a change in the
          ownership or effective control of the Company or in the ownership of a
          substantial portion of the assets of the Company determined in
          accordance with Section 280G(b)(2) of the Code.

               (ii) "Contingent Compensation Payment" shall mean any payment (or
          benefit) in the nature of compensation that is made or supplied to a
          "disqualified individual" (as defined in Section 280G(c) of the Code)
          and that is contingent (within the meaning of Section 280G(b)(2)(A)(i)
          of the Code) on a Change in Ownership or Control of the Company.

     17. Miscellaneous.

          17.1 No delay or omission by either party in exercising any right
under this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by either party on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

          17.2 The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

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          17.3 In case any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.

          17.4 This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          17.5 The Employee acknowledges that he (a) has read this Agreement;
(b) has been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of the Employee's own choice or has voluntarily
declined to seek such counsel; (c) understands the terms and consequences of
this Agreement; and (d) understands that the law firm of Hale and Dorr LLP is
acting as counsel to the Company in connection with the transactions
contemplated by this Agreement, and is not acting as counsel for the Employee.

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                                     - 12 -

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.

                          BOTTOMLINE TECHNOLOGIES (de), INC.

                          By: /s/ Joseph L. Barry, Jr.
                              --------------------------------------
                              Joseph L. Barry, Jr.

                          Title: Chairman of Compensation Committee

                          EMPLOYEE:

                          /s/ Joseph L. Mullen
                          ------------------------------------------
                          Joseph L. Mullen

                                     - 13 -

</TEXT>
</DOCUMENT>
