Exhibit 10.3
November 16, 2006
Mr. Joseph L.
Mullen
60 Tidewater Farm Road
Greenland, NH 03840
Dear Joe:
This letter agreement (the
“Letter Agreement”) sets forth the terms on which you
and Bottomline Technologies (de), Inc. (the “Company”)
agree that you will be employed by the Company. Except as provided
in Section 4 below, from this date forward this Letter
Agreement shall supersede and replace your Amended and Restated
Employment Agreement, dated as of November 21, 2002, as
amended by your letter agreement dated as of September 30,
2005 (as amended, the “Employment Agreement”). This
Letter Agreement shall not in any manner whatsoever affect your
position on the Board of Directors of the Company.
1. Role and Period . The
Company agrees to retain your services as an employee for
(a) $300,000 per year for the period beginning on
November 16, 2006 and ending on November 16, 2007 and
(b) $150,000 per year for the period beginning on
November 17, 2007 and ending on November 16, 2008, at
which time your role and services will be re-evaluated. In your
role as an employee, you agree to perform such services and
undertake such duties and responsibilities to and for the Company
as may be reasonably requested from time to time by the
Company.
2. Expenses . The Company
shall reimburse you for all reasonable business expenses incurred
or paid by you in connection with the performance of your services
hereunder, in accordance with expense reimbursement policies of the
Company and your presentation of appropriate
documentation.
3. Termination .
3.1 Either you or the Company may
terminate your employment upon 30 days’ prior written notice
to the other party or the Company may do so effective immediately
upon written notice to you for “cause” (as defined
below).
3.2 In the event your employment is
terminated by the Company other than for “cause,” you
shall be entitled to be paid (1) the full amount due you with
respect to the remainder of the employment period described in
Section 1 above, and (2) for any expenses incurred prior
to the termination. In the event of your termination by the Company
for “cause” or termination of your employment at your
election, you shall be entitled to payment for services performed
and expenses paid or incurred prior to the effective date of
termination. Such payments shall constitute full settlement of any
and all claims by you of every description against the Company with
respect to services rendered during the employment
period.
3.3 “ Cause ”
shall mean you (A) have been convicted of a felony involving
dishonesty, fraud, theft or embezzlement or any other felony or
(B) have breached any of your material obligations under any
agreement between you and the Company which imposes
confidentiality, proprietary information, assignment of inventions,
non-competition or similar obligations on you, as may be in effect
from time to time.
4. Stock Options and Restricted
Stock . In the event that, prior to November 21,
2008:
(a) a Change of Control shall occur,
your right to exercise all unvested stock options shall become
immediately exercisable in full and all vesting restrictions
applicable to r
