COMPROMISE AGREEMENT

(1)

BOTTOMLINE TECHNOLOGIES LIMITED a company registered under number 03693514 with its registered office at 115 Chatham Street, Reading, Berkshire, RG1 7JX, United Kingdom (the “Company”);

(2)

BOTTOMLINE TECHNOLOGIES (de), INC., a Delaware corporation, with its principal executive offices at 325 Corporate Drive, Portsmouth, New Hampshire, United States of America (“Bottomline”); and

(3)

PETER FORTUNE of The Glen Gashes Lane, Whitchurch Hill, Reading RG8 7PY (“You/you”).

1.

You warrant and represent to the Company and to Bottomline that:

1.1

you are employed by the Company and that you are not employed by any other Group Company;

1.2

you have received independent legal advice from Lloyd Davey of Osborne Clarke, solicitors of Apex Plaza, Forbury Road, Reading, RG1 1AX (the “Relevant Independent Adviser”) as to the terms and effect of this agreement under English law prior to your executing this agreement and, in particular, concerning its effect on your ability to pursue any of the rights or claims which are compromised under the terms of this agreement; and

1.3

you have not issued, entered or submitted any claims, complaints, proceedings or other actions against the Company, Bottomline or any Group Company to any court or tribunal in any jurisdiction; and

1.4

you have not, during your employment with the Company and/or Bottomline, committed any act or omission of serious or gross misconduct that is unknown to the Company as at the date of this agreement and which would entitle (or would have entitled) the Company to dismiss you with immediate effect without notice or any payment in lieu of notice,

and it is agreed by the parties to this agreement that all payments due to you under this agreement are conditional upon your warranties and representations in this regard being true and accurate. In the event that the Company or Bottomline discovers that this is not so, neither the Company nor Bottomline shall have any obligation to pay any sums otherwise due to you under this agreement and you shall be required to repay to the Company or Bottomline (within 7 days of receipt of a demand for repayment from the Company or Bottomline) all sums paid to you by the Company and/or Bottomline in the mistaken belief that this condition had been met by you. Nothing in this agreement shall prevent the Company or Bottomline from terminating your employment earlier than the Termination Date in the event that you commit any act(s) of gross misconduct, gross negligence, material dishonesty or any other repudiatory breach of your contract of employment, in which event you shall not be entitled to receive from the Company or Bottomline any of the payments set out in this agreement.

2.

You acknowledge and agree that your employment with the Company will terminate on May 15, 2009 (the “Termination Date”). During the period commencing on the date of this agreement and ending on the Termination Date, you will undertake such of your normal duties for the Company and the Group Companies as the President and Chief Executive Officer of Bottomline (the “CEO”) shall determine, provided that the Company shall have no obligation to provide you with any duties or work during this period and may place you on garden leave, in which event the following terms and conditions would be applicable:

2.1

you would cease to:

(a)

carry out all of your duties as the Chief Operating Officer of Bottomline and President of Bottomline Europe;

(b)

use the title of, or represent yourself as the Chief Operating Officer of Bottomline and President of Bottomline Europe; and

(c)

exercise any powers on behalf of the Company, Bottomline or any other Group Company and shall not

bind the Company, Bottomline or any Group Company to any contract or agreement or pledge the credit of the Company, Bottomline or any Group Company for any purpose without (in each case) the prior written authorisation of the CEO or his delegate,

2.2

you would not have any business dealings with the employees, suppliers, advertisers, customers, clients, competitors, shareholders, advisers or agents of the Company, Bottomline or any Group Company (each a “Related Party” and together the “Related Parties”), except to the extent that you are:

(a)

required to do so by the CEO or his delegate to:

(i)

assist the efficient operation of the businesses of the Company and/or Bottomline and/or any Group Company; or

(ii)

ensure a smooth handover of your duties and responsibilities to other employees of the Company, Bottomline or any Group Company; or

(b)

permitted to do so in advance by the CEO or his delegate;

2.3

you would disclose to the CEO any contact made with you by any Related Party, provide the CEO with a summary of the issues discussed during any telephone call you receive from any Related Party and provide the CEO with a copy of any emails or correspondence sent to you by the applicable Related Party;

2.4

not visit any premises of the Company, Bottomline or any Group Company without the prior written permission of the CEO or his delegate, save where you are required by the CEO or his delegate to attend a meeting at the premises of the Company, Bottomline or any Group Company;

2.5

you would remain reasonably contactable by mobile telephone at all times during normal working hours (and promptly provide the CEO during this period with an up to date telephone number for your mobile telephone if it changes during this period);

2.6

you would cease to have access to the information technology and internal telephone networks of the Company and all Group Companies, save to the extent you are permitted such access by the CEO;

2.7

you would not be engaged or employed by, accept any directorship, office or partnership in or be otherwise interested or concerned in any other company, corporation, firm, business or organisation without the prior written permission of the CEO; and

2.8

you would continue to owe the Company duties of loyalty and fidelity.

3.

The Company will pay your normal salary, car allowance and pension contributions, and provide your normal contractual employee benefits up to and including the Termination Date, provided that you agree that you shall not, however, be entitled at any time to any further bonus payments(s), commission payment(s), incentive payment(s), stock award(s) or to be granted any stock options or restricted stock, save to the extent that may be set out in this agreement. Your salary and car allowance will be paid through payroll in the normal manner and will be subject to deductions for income tax and employee’s national insurance contributions to the extent required by law. You agree that, with effect from the Termination Date, you will cease to be entitled to any and all salary, car allowances, pension contributions, bonuses, commissions, incentives, stock awards, stock options, restricted stock awards and/or all other monetary and non-monetary benefits (whether contractual or otherwise) save as may be set out in this agreement.

4.

Subject to the conditions stated in clause 1 of this agreement being met in full, to your compliance in full with the terms of this agreement and to the Company’s receipt of a copy of this agreement duly signed by you (please

address to the CEO at Bottomline’s corporate headquarters and mark the envelope “Strictly Private & Confidential”) and a copy of the Relevant Independent Adviser’s Certificate (appended to this agreement and headed Appendix 1) duly signed by the Relevant Independent Adviser, the Company shall pay to you (on behalf of itself and Bottomline), within 14 calendar days of the Termination Date, the following sums:

4.1

£269,320.19 to include salary, car allowance, life assurance and bonus by way of payment in lieu of notice, which shall be subject to deductions for income tax and employee’s national insurance contributions;

4.2

£5,000 by way of separate consideration for clauses 18 and 19 of this agreement, which shall be subject to deductions for income tax and employee’s national insurance contributions;

4.3

£4,656.73 by way of payment in lieu of 7.25 days of accrued, but untaken, holiday entitlement, which shall be subject to deductions for income tax and employee’s national insurance contributions; and

4.4

£30,000 by way of compensation for the termination of your employment, which shall be payable in accordance with and subject to the terms and conditions set out in clause 5 below.

5.

It is the understanding of the parties to this agreement that the payment being made under clause 4.4 above may be paid to you without deduction of income tax or employee’s national insurance contributions pursuant to Section 403 of the Income Tax (Earnings and Pensions) Act 2003. Accordingly, the Company shall not make any deductions from this payment before paying it to you. Notwithstanding the understanding of the parties to this agreement, you agree that any income tax or employee’s national insurance contributions payable in relation to the payments and benefits due to you under this agreement will be for your own account. In the event that the Company receives a demand for payment from HM Revenue and Customs in respect of any additional income tax and/or employee’s national insurance contributions, it will give you a reasonable period to contest the demand, if you choose to do so, before making any payment to HM Revenue and Customs and shall provide you with reasonable access to relevant documentation for the purposes of you contesting any such demand for payment. You agree to indemnify the Company, Bottomline and all Group Companies and hold it/them harmless against any such liabilities in respect of income tax and/or employee’s national insurance contributions (including interest, penalties and all associated costs and expenses) paid by the Company, Bottomline or any Group Company in connection with the payments and benefits provided to you under this agreement save for:

5.1

any interest charges or penalties incurred by reason of any delay by the Company in satisfying any express written demand for payment of such tax or national insurance contributions received from the HM Revenue and Customs (except where such default or delay is caused by the Company complying with its obligation to give you a reasonable period to contest the demand); and

5.2

any tax or national insurance contributions actually deducted and withheld by the Company from the payments stated in clauses 4.1, 4.2 and 4.3 of this agreement.

6.

Subject to the conditions stated in clause 1 of this agreement being met in full, to your compliance in full with the terms of this agreement and to the Company’s receipt of a copy of this agreement duly signed by you (please address to the CEO at Bottomline’s corporate headquarters and mark the envelope “Strictly Private & Confidential”) and a copy of the Relevant Independent Adviser’s Certificate (appended to this agreement and headed Appendix 1) duly signed by the Relevant Independent Adviser, the Company shall pay the sum of £59,404.28 into your personal pension plan within 14 calendar days of the Termination Date, subject to the terms and conditions of your pension plan, any applicable laws and any contribution limits prescribed by HM Revenue and Customs. It is acknowledged that this sum is comprised of £28,154.28 by way of the 12 months pension contributions that you would have received during your notice period and the further sum of £31,250.00 by way of payment into the pension fund of the gross amount of the bonus payment you are due for quarter 3 of the current financial year of Bottomline. In the event that the terms and conditions of your pension plan, any applicable laws or any contribution limits prescribed by HM Revenue and Customs prevent the Company from making this contribution into your personal pension plan, the Company shall instead pay the same sum of £59,404.28 to you as cash within 28 calendar days of the Termination Date, subject to deductions for income tax and employee’s national insurance contributions.

7.

Subject to the terms and conditions of the applicable insurance scheme and to the Company being able to secure cover for you (having used its reasonable endeavours to do so) from its normal insurers at premium rates that are

reasonably consistent with the rates paid for the current year of cover, the Company will continue, until the earlier of May 14, 2010, and date you commence employment with any third party who provides you with cover under the same type of insurance plans, to provide cover for you under its private medical expenses insurance plan and permanent health insurance plan (but not its life assurance plan) on the basis of the same level of cover as was applicable immediately prior to the Termination Date. You acknowledge and agree that the terms and conditions relating to the benefits provided are as set out in the relevant insurance scheme that the Company has in force at the applicable time. You acknowledge and agree that:

7.1

you shall not be entitled to any benefits under these insurance schemes unless the claim is admitted and paid by the relevant insurance provider; and

7.2

the Company shall have no obligation to take any legal action against any insurance provider in order to secure admission of any claim or payment of any benefits.

8.

Notwithstanding provisions to the contrary in the rules of the Bottomline 2000 Stock Incentive Plan and/or the restricted stock agreements dated 2 December 2005, 24 August 2006, 16 November 2006, 23 August 2007 and 18 September 2008, by and between you and Bottomline (the “RSA”), effective as of the Termination Date, the vesting of any and all Unvested Shares (as defined in the RSA) shall accelerate such that the number of Unvested Shares shall be deemed to equal zero. Bottomline shall sell such number of the Shares (as defined in the RSA) which therefore cease to be subject to forfeiture as is sufficient to generate net proceeds to satisfy your employer’s consequential tax withholding obligations and the employer National Insurance Contributions you have elected to bear and shall retain such net proceeds in satisfaction of such tax withholding obligations.

9.

It is agreed that:

9.1

the vesting of any and all stock options granted to you by Bottomline shall accelerate such that options that have not lapsed as at the date of this Agreement (“Options”) shall be deemed to be vested in full as at the Termination Date;

9.2

notwithstanding provisions to the contrary in the rules of the Bottomline 2000 Stock Incentive Plan and/or the option agreements dated 29 March 2004 and 24 February 2005 governing the Options (the “Option Documentation”), each Option shall continue to be exercisable for a period of two years immediately following the Termination Date; and

9.3

subject as stated in clauses 9.1 and 9.2 above, your right to exercise any or all of the Options shall, in all other respects, be governed by and subject to the terms and conditions stated in the Option Documentation.

10.

The payments and other benefits provided to you by the Company under this agreement are being paid to you by the Company (on behalf of itself and Bottomline), and are hereby accepted by you, in full and final settlement of any and all claims you have or may have against the Company, Bottomline, any other Group Company (as defined below) or any of the officers, directors, employees or consultants of the Company, Bottomline or any other Group Company, whether such claims arise out of or are in connection with your employment with the Company and/or Bottomline, the Service Agreement between the Company and you dated 11 March 1999 (as amended) (the “Service Agreement”), the Executive Retention Agreement between Bottomline and you dated 10 October 2005, the termination of your employment with the Company, or otherwise, including, but not limited to, claims:

10.1

for or in relation to: unfair dismissal; discrimination, harassment or victimisation on the grounds of your sex, marital or civil partner status or gender; discrimination, harassment or victimisation on the grounds of your race, colour, nationality, or ethnic or national origins; discrimination, harassment or victimisation on the grounds of your age; discrimination, harassment or victimisation on the grounds of any disability you have or may have; a failure to make reasonable adjustments under Section 4A Disability Discrimination Act 1995; discrimination, harassment or victimisation on the grounds of sexual orientation, discrimination, harassment or victimisation on the grounds of

religion or belief, unlawful or unauthorised deductions of or from wages; equal pay; you having made or threatened to make a “protected disclosure” within the meaning of Section 43A-L Employment Rights Act 1996; and any entitlement to a statutory or contractual redundancy payment;

10.2

for or in relation to breach of contract or breach of the Working Time Regulations 1998, including, but not limited to, claims in respect of any unpaid: salary; pay in lieu of notice; wrongful dismissal; holiday pay; sick pay; commission; pension contributions; bonus payments; or incentive payments of any kind;

10.3

arising under the common law (including, without limitation, all tortious claims) and all claims for breach of statutory duty, including, but without limitation, all claims relating to injury to feelings and claims for psychological, physical or personal injury arising from any illnesses, diseases, medical conditions, symptoms, accidents or injuries of which you are aware at the date of this agreement;

10.4

under the Employment Rights Act 1996; the Trade Union and Labour Relations (Consolidation) Act 1992; the National Minimum Wage Act 1998; the Working Time Regulations 1998; or under any other laws of England or the European Union;

10.5

arising under the law of any jurisdiction in the U.S., including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional inte