EXHIBIT 10.42
June 1, 2001
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Dear Rob:
Reference is made to your employment agreement with Bottomline Technologies
(de), Inc. (the "Company") dated as of September 30, 1998 (the "Agreement").
By delivery and execution of this letter, the Company hereby agrees to
continue the Agreement for an additional 24-month period commencing September
30, 2001 and ending on September 30, 2003, unless sooner terminated in
accordance with the provisions of Section 5 of the Agreement. For all purposes
of the Agreement, such extension shall be deemed a portion of the Employment
Period, as defined in the Agreement.
In all respects, the Agreement shall remain in full force and effect, as so
extended, provided, however, that:
▇.▇▇ is agreed and acknowledged that your current titles, for purposes of
the Agreement, are Executive Vice President, Chief Operating Officer and
Chief Financial Officer, and that the first sentence of Section 2 of the
Agreement is hereby amended accordingly.
▇.▇▇ is further agreed that your current annual base salary is $220,000, and
that Section3.1 of the Agreement is hereby amended accordingly. Further
salary, bonus and option adjustments may be made from time to time in
accordance with the terms of the Agreement as so extended.
▇.▇▇ is further agreed that in the event of the termination of your
employment with the Company other than for "cause", as defined in the
Agreement, (i) all options held by you shall immediately vest and (ii) you
shall have a period of two years (or the remainder of the option term if
less than two years) after the date of termination to exercise all options
you hold; provided, however, the automatic vesting under this particular
provision shall not apply to any prior grant of options at a strike price
less than the closing price of Bottomline's stock on the date hereof,
unless subsequently provided for at a later date by a vote of the Board or
the Compensation Committee.
By execution of this letter, you hereby agree to the foregoing extension of
the Agreement, and reaffirm your obligations under the Agreement.
Very truly yours,
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Chairman of the Board
and Chief Executive Officer
Agreed to and Acknowledged By:
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