BOTTOMLINE TECHNOLOGIES INC (Form: 8-K, Received: 03/01/2021 16:20:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2021

____________________

Bottomline Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Commission file number: 000-25259


Delaware		02-0433294
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

325 Corporate Drive		03801-6808
Portsmouth,	New Hampshire	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (603) 436-0700

(Former Name or Former Address, if Changed Since Last Report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Common Stock, $.001 par value per share	EPAY	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Bruce Bowden as Chief Financial Officer and Treasurer

On March 1, 2021, Bottomline Technologies, Inc., (the “Company”) announced Bruce Bowden had joined the Company as Chief Financial Officer and Treasurer, with Mr. Bowden to assume full responsibilities of the role on March 12, 2021.

Mr. Bowden, age 51, served as Chief Financial Officer of Interactions LLC, a technology company focused on artificial intelligence and the development of intelligent virtual assistants that combine AI and human understanding to improve how businesses and consumers communicate, from August 2018 to February 2021. Prior to that Mr. Bowden led corporate development, strategic planning and investor relations at Nuance Communications, Inc., a software company that provides speech recognition solutions powered by artificial intelligence, including as Chief Transformation Officer from January 2016 to August 2017 and as Executive Vice President, Corporate Strategy and Development from October 2010 to August 2017. Prior to that, Mr. Bowden served in various executive roles with Nokia Corporation, PepsiCo, Inc., Neuf Cegetel and Boston Consulting Group.

In connection with Mr. Bowden’s appointment as Chief Financial Officer and Treasurer, the Company and Mr. Bowden entered into an Executive Employment Agreement, effective as of March 1, 2021 (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Bowden will receive an annual base salary of $325,000, is eligible to receive an annual bonus of $200,000 and is eligible to participate in the standard package of benefits made available by the Company from time-to-time to its full-time employees.

In addition, the Company granted to Mr. Bowden a restricted stock award of 35,000 shares of the Company’s common stock that will vest over four years (25% after year one and quarterly thereafter) and, with respect to 35% of the award granted, vesting will further be dependent on the attainment of Company performance targets. Mr. Bowden also received a one-time sign on restricted stock award of 35,000 shares of the Company’s common stock that will vest over four years (25% after one year and quarterly thereafter) and, with respect to 35% of the award granted, vesting will further be dependent on the attainment of Company performance targets. The one-time sign on award was issued in recognition of equity forfeited as a result of Mr. Bowden leaving his previous role.

Under the terms of the Employment Agreement, if Mr. Bowden’s employment is terminated by the Company for reasons other than “Cause” (as defined in the Retention Agreement defined below) unrelated to a change in control, and subject to Mr. Bowden’s execution and non-revocation of a comprehensive release of claims, Mr. Bowden will receive: (i) severance in the form of six months’ base salary continuation, (ii) six months of continued vesting of outstanding unvested equity awards, (iii) provided Mr. Bowden timely elects and remains eligible for benefits continuation pursuant to the federal “COBRA” laws, for up to six months after the date of termination (the “COBRA Continuation Period”), the Company will pay any difference between the premiums for health continuation coverage and the amount for which Mr. Bowden would otherwise be responsible with respect to the medical and dental coverage elected; provided, however, that the COBRA Continuation Period shall not extend beyond the date on which Mr. Bowden becomes covered under another employer insurance plan providing coverage that is substantially similar in the aggregate or greater; and (iv) subject to (ii) above, the treatment of any outstanding long-term incentive awards will be determined in accordance with the terms of the long-term incentive plan and the applicable award agreements.

In the event of Mr. Bowden’s death or disability, any unvested equity grants will vest for the benefit of Mr. Bowden or his heirs, executors and estate. Under the terms of the Employment Agreement, Mr. Bowden is also subject to specified confidentiality, non-competition and non-solicitation obligations.

The Company and Mr. Bowden also entered into an Executive Retention Agreement, effective as of March 1, 2021 (the “Retention Agreement”). Under the terms of the Retention Agreement, if Mr. Bowden’s employment is terminated by the Company other than for Cause, “Disability” or death or by Mr. Bowden for “Good Reason” within twelve months following a “Change in Control Event” (each term as defined in the Retention Agreement), then (i) subject to Mr. Bowden’s execution and non-revocation of a comprehensive release of claims, Mr. Bowden will be entitled to (a) payment of an amount equal to the sum of any accrued but unpaid base salary through the date of termination, (b) an amount equal to his base salary for the six months prior to the date of termination (“Salary Severance”), (c) 50% of his annual bonus opportunity for the most recently completed fiscal year, (d) a pro-rated portion of his annual bonus opportunity for the current fiscal year, (e) the amount of any compensation previously deferred by Mr. Bowden (together with any accrued interest or earnings thereon), (f) an amount equal to 50% of any commissions paid to Mr. Bowden over the previous 12 month period and (g) any accrued but unpaid vacation pay (collectively (a)-(g), the “Accrued Obligations”) and (ii) all shares of restricted stock and restricted stock units will

vest and all outstanding stock options will become exercisable in full until the earlier of the second anniversary of the date of termination or the expiration of the original term of the stock option, subject to any contrary treatment provided in connection with the Change of Control Event that is consistent with the underlying plan that covers the stock options. Additionally, provided Mr. Bowden timely elects and remains eligible for benefits continuation pursuant to federal COBRA laws, the Company will pay any difference between the premiums for health continuation coverage and the amount for which Mr. Bowden would otherwise be responsible with respect to the medical and dental coverage elected until the earlier of 12 months after the date of termination and the date on which Mr. Bowden becomes covered under another employer insurance plan that provides substantially similar in the aggregate or greater coverage than the Company’s health plans. However, the Company may end this benefit earlier if the Company reasonably determines that the payment of these premiums would trigger taxes or penalties on the Company or other participants or to the extent Mr. Bowden would be taxed on more than the amount of the premiums.

In addition, if Mr. Bowden’s employment is terminated by reason of his death or Disability within 12 months following a Change in Control Event, then Mr. Bowden (or his estate, as applicable) will be entitled to payment of an amount equal to the Accrued Obligations other than the Salary Severance.

The foregoing descriptions of the Employment Agreement and the Retention Agreement are not complete and are qualified in their entirety by reference to the full text of the Employment Agreement and the Retention Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

In connection with Mr. Bowden’s appointment as Chief Financial Officer of the Company, Mr. Bowden will enter into the Company’s standard form of indemnification agreement previously filed with the Securities and Exchange Commission (the “SEC”). The Indemnification Agreement generally provides that the Company shall indemnify Mr. Bowden to the fullest extent permitted by Delaware law for claims arising in his capacity as an officer of the Company, subject to certain exceptions, against expenses, judgements, fines and other amounts actually and reasonably incurred in connection with his service as an officer and also provide for rights to advancement of expenses.

There are no family relationships between Mr. Bowden and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Bowden and any other person pursuant to which he was elected as an officer of the Company.

Item 7.01. Regulation FD Disclosure.

On March 1, 2021, the Company issued a press release announcing Bruce Bowden’s appointment. The press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
10.1						Executive Employment Agreement, dated as of March 1, 2021, between the Company and Bruce Bowden
10.2						Executive Retention Agreement, dated as of March 1, 2021, between the Company and Bruce Bowden
99.1						Press release issued by the Company on March 1, 2021 (furnished pursuant to Item 7.01)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BOTTOMLINE TECHNOLOGIES, INC.

March 1, 2021	By:	/s/ Eric K. Morgan
		Eric K. Morgan
		Executive Vice President, Global Controller

Exhibit 10.1

BOTTOMLINE TECHNOLOGIES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is made between Bottomline Technologies, Inc., a Delaware corporation (the “Company”) and Bruce Bowden (the “Executive”).

In consideration of the Company’s employment of the Executive on the terms set forth herein, the Company and the Executive agree as follows:

1.Terms of Employment.

a.The Company will employ the Executive in the position of Chief Financial Officer, reporting to the Chief Executive Officer. The position will be based out of the Company’s Portsmouth, NH office and will commence on March 1, 2021.

b.The Company will pay the Executive at an annual rate of $325,000, payable per semi-monthly period at $13,541.67. Pay dates are the 15th and last day of each month. The Executive shall be eligible to receive salary increases. Any such increases shall be at the discretion of Company management.

c.The Company will grant to the Executive 35,000 shares of Bottomline’s common stock which vest over the next four years (25% after one year and quarterly thereafter) subject to your continued employment at the company and with respect to 35% of the award granted based on the attainment of company performance targets. This award is granted in recognition of the importance of Executive’s role and the contribution he will make to Bottomline’s success. The Executive will receive a similar award annually, expected in August of each year, based on continued performance, and subject to any structural changes generally applied to the executive team. In addition, the Executive will receive 35,000 shares of Bottomline’s common stock which vest over the next four years (25% after one year and quarterly thereafter) with respect to 35% of the award granted based on the attainment of company performance targets as a one-time sign-on award in recognition of equity forfeited as a result of leaving Executives’ current role. Any and all equity awards described herein shall be granted subject to approval by the Company’s board of directors (the “Board”) and the terms of the Company’s 2019 Stock Incentive Plan and applicable award agreement.

d.The Executive will be eligible to receive an annual bonus of $200,000. The payout of any bonus is based on Company performance and the Executive’s individual contribution. Such bonus shall be payable in quarterly installments and it is understood that all bonuses are subject to the Company achieving its financial goals for the quarter and at the discretion of Company management and the Leadership Development and Compensation Committee of the Board of Directors.

2.Participation in Company Benefit Plans.

After meeting any applicable eligibility requirements and waiting periods, the Executive will be entitled to participate in the standard package of Company benefits available from time to time to the Company’s full-time employees. In addition, the Executive will receive four (4) weeks of vacation per calendar year on an accrual basis.

3.Termination of Employment. As the Executive is employed on an “at-will” basis, either the Executive or the Company may terminate the employment relationship and this Agreement at any time. The Company and the Executive further agree:

a.Separation Payments and Benefits Upon Termination for Any Reason. In the event the Executive’s employment is terminated by the Company or by the Executive for any reason, the Executive shall receive (i) any accrued but unpaid base salary, and (ii) accrued but unused vacation time, which shall

be paid following the date the Executive’s employment termination takes effect (the “Termination Date”) in accordance with the Company's customary payroll practices. Executive shall also receive reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy, and such employee benefits, if any, to which the Executive may be entitled under the Company's employee benefit plans as of the Termination Date.

b.Severance Payments and Benefits Upon Termination by the Company for Reasons other than Cause, Death or Disability. In the event the Executive’s employment is terminated by the Company for reasons other than “Cause” (as defined in the Executive Retention Agreement), and provided the Executive executes, delivers and does not revoke a comprehensive release of claims in form and substance as provided by the Company (the “Executive Release”) which Executive Release must become irrevocable within sixty (60) days following the Termination Date (or such shorter period as the Company may provide), the Executive shall receive (i) a severance payment of six months’ base salary, less applicable withholdings, at such base salary amount as in effect on the Termination Date, payable in installments over a period of six months, (ii) six months of continued vesting of your outstanding unvested equity awards from the Termination Date, (iii) provided the Executive timely elects and remains eligible for benefits continuation pursuant to the federal “COBRA” laws, for up to six months after the Termination Date (the “COBRA Continuation Period”), the Company will pay any difference between the premiums for health continuation coverage and the amount for which the Executive would otherwise be responsible with respect to the medical and dental coverage elected; provided, however, that the COBRA Continuation Period shall not extend beyond the date on which the Executive becomes covered under another employer insurance plan providing coverage that is substantially similar in the aggregate or greater. After the continuation period, the Executive will receive notice of his opportunity to elect continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985, if any, provided the Executive pays the full COBRA premium; and (iv) subject to (ii) above, the treatment of any outstanding long-term incentive awards shall be determined in accordance with the terms of the long-term incentive plan and the applicable award agreements. The Company shall commence, as applicable, the payments under this Section 3(b) on the first payroll date following the date the Executive Release becomes irrevocable (such date, the “Payment Commencement Date”) provided, however, that if the 60th day following the Termination Date falls in the calendar year following the year of the Executive’s termination of employment, the Payment Commencement Date shall be the first payroll date occurring in such later calendar year; and provided further that the payment of any amounts pursuant to the this Section 3(b) shall be subject to the terms and conditions set forth in Section 11.

c.Termination by the Company for Cause. In the event the Executive is terminated by the Company for “Cause” (as defined in the Executive Retention Agreement), the Executive’s employment may be terminated with immediate effect and the Executive will be entitled only to the payments and benefits described in paragraph 3(a) above.

d.Termination by the Executive. The Executive agrees he shall provide the Company at least 90 days’ notice of resignation, in the event he chooses to terminate his employment for any reason. During such notice period, Executive shall continue to perform all of his duties in accordance with the provisions of this Agreement. The Company shall have the option, but not the obligation, to accelerate Executive’s termination to become effective at any time prior to the end of such notice period, in which case, Executive shall be entitled to payment of Base Salary through the Termination Date (and not through the end of the notice period).

e.Termination by Reason of Death or Disability. The Executive’s employment shall automatically terminate upon Executive’s death or upon the Company’s determination of Executive’s Disability. “Disability” shall mean any mental or physical incapacity that results in Executive being unable to substantially perform Executive’s duties hereunder for 90 consecutive days, or for shorter periods

aggregating 120 days in any 12-month period. In the event of Death or Disability, any unvested equity grants will vest for the benefit of the Executive, or the Executive’s heirs, executors and estate.

f.Termination as a result of a Change in Control. In the event the Executive is terminated as a result of a change in control, the Executive shall not be entitled to any payments described in this Section 3 and instead the terms of the Executive Retention Agreement, attached hereto at Exhibit A, shall govern.

g.Resignation from all Appointments. In the event of termination of the employment in accordance with this Section (other than in connection with Executive’s death or Disability), Executive agrees to cooperate with the Company in order to ensure an orderly transfer of Executive’s duties and responsibilities including, without limitation, to resign, effective on the Termination Date, from all positions that Executive holds as an officer or member of the board of directors (or a committee thereof) of the Company or any of its affiliates.

4.Proprietary Information.

a.The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research date, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval by an officer of the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. In the event the Executive receives a request to disclose all or any part of the Proprietary Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, Executive shall (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request, (iii) cooperate with the Company in its efforts to resist or narrow such request and (iv) if disclosure of such information is required, exercise your commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information.

b.The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) discontinuation of his contract. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property.

c.The Executive agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his obligation to return materials and tangible property, set forth in paragraph (b) above, also extends to such types of information, materials and tangible property of the customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

5.Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation against an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

6.Developments.

a.The Executive will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his employment by the Company, whether or not during normal working hours or on the premises of the Company (all which are collectively referred to in this Agreement as “Developments”).

b.The Executive agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 6(b) shall not apply to Developments which do not relate to the present or planned business or research and development of the Company and which are made and conceived by the Executive not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employment agreement to assign certain classes of inventions made by an employee, this paragraph 6(b) shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments.

c.The Executive agrees to cooperate fully with the Company, both during and after his service with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocable designates and appoints each executive officer of the Company as her agent and attorney-in-fact to execute any such papers on his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interest in any Development, under the conditions described in this sentence.

7.Other Agreements. The Executive hereby represents that, except as the Executive has disclosed in writing to the Company, the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. The Executive further represents that his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by the Executive in confidence or in trust prior to his employment with the Company, and the Executive will not

disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

8. United States Government Obligations.

The Executive acknowledges that the Company from time to time may have agreements with the other persons or with the United States Government, or agencies thereof, which impose obligations or restrictions on the Company regarding the confidential nature of such work. The Executive agrees to be bound by all such obligations and restrictions which are made known to the Executive and to take all action necessary to discharge the obligations of the Company under such agreements.

9.Non-competition.

a.While the Executive is employed by the Company and for a period of one year after the termination or cessation of such service for any reason, the Executive will not directly or indirectly:

i.as an individual proprietor, partner, stockholder, officer, employee, director, joint venture, investor, lender, consultant, or in any other capacity whatsoever (other than as the holder of not more than one percent of the combined voting power of the outstanding stock of a publicly held company), develop, design, produce, market, sell or render (or assist any other person in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; or

ii.solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served, or planned to be contacted, solicited or served, by the Executive while employed by the Company.

b.If the Executive violates the provisions of paragraph 9(a), the Executive shall continue to be bound by the restrictions set forth in paragraph 9(a) until a period of one year has expired without any violation of such provisions.

c.In consideration for Executive’s agreement to be bound by this Section 9, the Company agrees to provide the severance payment described in paragraph 3(b), above. Executive agrees that this promise to pay severance is fair and reasonable consideration, which he is not otherwise entitled to receive, in exchange for his promises pursuant to this Section 9. However, in the event Executive breaches his fiduciary duty to the Company or unlawfully takes, physically or electronically, property belonging to the Company, the Company shall not be required to provide continued severance payments to Executive and Executive shall be required to return any severance payments received.

10.Non-solicitation.

a.While the Executive is employed by the Company and for a period of two years after the termination of cessation of such employment for any reason, the Executive will not directly or indirectly recruit, solicit or hire any employee of the Company, or induce or attempt to induce any employee of the Company to terminate his/her employment with, or otherwise cease his/her relationship with, the Company.

b.If the Executive violates the provisions of paragraph 10(a), the Executive shall continue to be bound by the restrictions set forth in paragraph 10(a) until a period of two years has expired without any violation of such provisions.

11.Compliance with Section 409A.

a.This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement, if any, shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

b.Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the tenth day after the Executive’s death (subject to any delays in payment reasonably required to make a post-death payment while complying with Section 409A) (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

c.All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement shall be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (C) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (D) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

12.Miscellaneous.

a.Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.

b.The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

c.Executive represents and warrants that he understands and agrees that any breach of this Agreement is likely to result in irreparable injury to the Company and that money damages and other remedies at law alone will be inadequate for such breach. Therefore, in addition to any other remedy the Company may have, the Company shall be entitled to enforce this Agreement and shall be entitled to seek both temporary and permanent injunctive relief (to the extent permitted by law), including specific performance, without the necessity of posting a bond or proving actual damages. In the event of a breach of this Agreement and/or the award of injunctive relief, the prevailing party shall

be entitled to recover reasonable attorneys’ fees and costs incurred in enforcing the rights under this Agreement.

d.This Agreement, including the Executive Retention Agreement, supersedes all prior employment agreements, written or oral, between the Executive and the Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by any agreement in writing signed by the Executive and the Company. The Executive agrees that any change or changes in his/her duties, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.

e.This Agreement will be binding upon the Executive’s heirs, executors and administrators and will inure to the benefit of the Company and its successors and assigns.

f.No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

g.The Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose contract the Executive may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

h.Sections 4 through 12 of this Agreement shall survive the termination of Executive’s employment, and no dispute regarding any other provisions of this Agreement or regarding Executive’s employment or the termination of his employment shall prevent the operation and enforcement of these obligations.

i.This Agreement is governed by and will be construed as a sealed instrument under and in accordance with the laws of the State of New Hampshire. Any claims, disputes or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portsmouth, New Hampshire, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

j.Executive acknowledges that he was given at least 10 days to consider the terms of this agreement and further acknowledges that he has the right to consult with legal counsel prior to signing this Agreement. By signing the Agreement, Executive acknowledges that he has had time to read and understand the terms of this Agreement and to consult with his own legal counsel, not including counsel for the Company, regarding the Agreement prior to its execution. Executive represents that he has actually read and understands this Agreement and all of its terms, and that he us entering into and signing this Agreement knowingly and voluntarily, and that in doing so he is not relying upon any statements or representations by the Company or its agents that are not expressly contained in this Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


BOTTOMLINE TECHNOLOGIES, INC.						EXECUTIVE:

/s/ Robert Eberle						/s/ Bruce Bowden
Name: Robert A. Eberle, President and CEO						Name: Bruce Bowden
Date: February 25, 2021						Date: February 25, 2021

Exhibit 10.2

BOTTOMLINE TECHNOLOGIES, INC.

EXECUTIVE RETENTION AGREEMENT

THIS EXECUTIVE RETENTION AGREEMENT (the “Agreement”) by and between Bottomline Technologies, Inc., a Delaware corporation (the “Company”), and Bruce Bowden (the “Executive”) is made as of March 1, 2021 (the “Effective Date”).

WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders, and

WHEREAS, the Company has determined it appropriate and wishes to provide certain change in control protections to the Executive, and

NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below subsequent to a Change in Control Event (as defined in Section 1.1).

1. Key Definitions.

As used herein, the following terms shall have the following respective meanings:

1.1 “Change in Control Event” shall mean:

(a) (x) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (I), the following acquisitions shall not constitute a Change in Control Event: (1) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (2) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (3) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (a) of this definition; or

(b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of this Agreement or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election

or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(c) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(d) the liquidation or dissolution of the Company.

1.2 “Change in Control Date” means the first date on which a Change in Control Event occurs.

1.3 “Cause” means any (i) willful failure by the Executive, which failure is not cured within 30 days of written notice to the Executive from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Executive which affects the business reputation of the Company. The Executive shall be considered to have been discharged for “Cause” if the Company determines, within 30 days after the Executive’s resignation, that discharge for Cause was warranted.

1.4 “Good Reason” means any significant diminution in the Executive’s duties, authority, or responsibilities from and after the Change in Control Event or any reduction in the annual base salary payable to the Executive from and after such Change in Control Event or the relocation of the place of business at which the Executive is principally located to a location that is greater than 50 miles from its location immediately prior to the Change in Control Event. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason unless (x) the Executive gives the Company notice of termination no more than 120 days after the initial existence of such event or circumstance and (y) such event or circumstance has not been fully corrected by the Company within 30 days of the Company’s receipt of such notice.

1.5 “Disability” means any mental or physical incapacity that results in Executive being unable to substantially perform Executive’s duties hereunder for 120 consecutive days, or for shorter periods aggregating 120 days in any 12-month period.

2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of (a) the termination of the Executive’s employment with the Company prior to the Change in Control Date, (b) after the Change in Control Date, on the later of (i) the date twelve months after the Change in Control Date or (ii) such date when all shares of restricted common stock of the Company held by the Executive shall have vested, or (c) the fulfillment by the Company of all of its obligations under Sections 4 if the Executive’s employment with the Company terminates within 12 months following the Change in Control Date.

3. Employment Status; Termination Following Change in Control Event.

3.1 Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. If the Executive’s employment with the Company terminates for any reason and subsequently a Change in Control Event shall occur, the Executive shall not be entitled to any benefits hereunder.

3.2 Termination of Employment.

(a) If the Change in Control Date occurs prior to the expiration of this Agreement, any termination of the Executive’s employment by the Company or by the Executive within 12 months following the Change in Control Date (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7. Any Notice of Termination shall: (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) specify the Date of Termination (as defined below). The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days, or 30 days in the case of termination for Good Reason in accordance with Section 1.4, or more than 120 days after the date of delivery of such Notice of Termination), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be. In the event the Company fails to satisfy the requirements of this Section 3.2(a) regarding a Notice of Termination, the purported termination of the Executive’s employment pursuant to such Notice of Termination shall not be effective for purposes of this Agreement.

(b) The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(c) Any Notice of Termination for Cause given by the Company must be given within 10 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause.

4. Benefits to Executive.

4.1 Compensation and Stock Acceleration. If the Change in Control Date occurs prior to the expiration of this Agreement and the Executive’s employment with the Company terminates within 12 months following the Change in Control Date, the Executive shall be entitled to the following benefits:

(a) Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:

(i) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full;

(ii) each vested option (including any options vesting as a result of acceleration) to purchase shares of common stock of the Company shall be exercisable by the Executive until the earlier of the second anniversary of the Date of Termination or the expiration of the original term of such option, subject to any contrary treatment provided in connection with the Change in Control

Event that is consistent with the Company's equity award plans or such other plan that covers the options;

(iii) all shares of restricted Common Stock of the Company or restricted stock units of the Company held by the Executive shall immediately vest in full;

(iv) provided the Executive executes, delivers and does not revoke a comprehensive release of claims in form and substance as provided by the Company (the “Release”) which Release must become irrevocable within sixty (60) days following the Date of Termination (or such shorter period as the Company may provide) and provided that, to the extent necessary to comply with Section 409A, the Change in Control Event also constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii), and subject to Section 8.8 hereof, the Company shall pay to the Executive in cash (A) the Executive’s accrued but unpaid base salary through the Date of Termination, (B) an amount equal to the Executive’s base salary for the six months prior to the Date of Termination, (C) an amount equal to 50% of the Executive's annual bonus opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus opportunity for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (E) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), subject to any delay required by Section 8.8(a) and (c) hereof, (F) an amount equal to 50% of any commissions paid to the Executive over the previous 12 month period and (G) any accrued but unpaid vacation pay (the sum of the amounts described in clauses (A), (B), (C), (D) (E), (F) and (G) shall be hereinafter referred to as the “Accrued Obligations”);

(v) provided the Executive timely elects and remains eligible for benefits continuation pursuant to the federal “COBRA” laws, for up to 12 months after the Termination Date (the “COBRA Continuation Period”), the Company will pay any difference between the premiums for health continuation coverage and the amount for which the Executive would otherwise be responsible with respect to the medical and dental coverage elected; provided, however, that the COBRA Continuation Period shall not extend beyond the date on which the Executive becomes covered under another employer insurance plan providing coverage that is substantially similar in the aggregate or greater. After the continuation period, the Executive will receive notice of his opportunity to elect continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985, if any, provided the Executive pays the full COBRA premium. Notwithstanding the foregoing, the Company may end these payments earlier (but not the Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations will cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent the Executive would be taxed on more than the amount of the premiums;

(vi) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”), and such amounts or benefits shall be paid or provided to the Executive in a lump sum within 10 business days following the Date of Termination, subject to any delay required by Section 8.8(a) and (c) hereof; and

(vii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be

considered to have remained employed by the Company until 12 months after the Date of Termination.

Subject to the terms and conditions set forth in Section 8.8, the Company shall pay the Accrued Obligations on the first payroll date following the date the Release becomes irrevocable (such date, the “Payment Date”) provided, however, that if the 60th day following the Date of Termination falls in the calendar year following the year of the Executive’s termination of employment, the Payment Date shall be the first payroll date occurring in such later calendar year; and provided further that the Accrued Obligations described in Section 4.1(a)(iv)(A), (E) and (G) shall be paid earlier to the extent required by applicable law.

(b) Termination for Death or Disability. If the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability within 12 months following the Change in Control Date, then the Company shall (i) pay the Executive (or his estate, if applicable), in a lump sum in cash within 10 days after the Date of Termination (subject to any delay required by Section 8.8(a) hereof), all Accrued Obligations other than those set forth in Section 4.1(a)(iv)(B) and (ii) timely pay or provide to the Executive the Other Benefits.

(c) Resignation without Good Reason; Termination for Cause. If the Executive voluntarily terminates his employment with the Company within 12 months following the Change in Control Date, excluding a termination for Good Reason, or if the Company terminates the Executive’s employment with the Company for Cause within 12 months following the Change in Control Date, then the Company shall (i) pay the Executive, in a lump sum in cash within 10 days after the Date of Termination, the sum of (A) the Executive’s annual base salary through the Date of Termination, (B) any accrued but unpaid vacation pay and (C) the amount of any compensation previously deferred by the Executive, in each case to the extent not previously paid, subject to any delay required by Section 8.8(a) and (c) hereof, and (ii) timely pay or provide to the Executive the Other Benefits in accordance with their terms.

4.2 Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, except as provided in Section 4.1(a)(v), the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

5. Disputes.

5.1 Settlement of Disputes; Arbitration. Any claims, disputes or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portsmouth, New Hampshire, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

6. Successors.

6.1 Successor to Company. The Company shall 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 to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment in a manner consistent with the procedures for Good Reason. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets by operation of law or otherwise.

6.2 Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive or his family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

7. Notice. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable nationwide overnight courier service, in each case addressed to the Company, at its principal corporate offices, Attention: President and to the Executive at the Executive’s address indicated on the Company's personnel records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have been delivered three business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

8. Miscellaneous.

8.1 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

8.2 Injunctive Relief. The Company and the Executive agree that any breach of this Agreement by the Company is likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the right to specific performance and injunctive relief.

8.3 Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New Hampshire, without regard to conflicts of law principles.

8.4 Waivers. No waiver by either party at any time of any breach of, or compliance with, any provision of this Agreement to be performed by either party shall be deemed a waiver of that or any other provision at any subsequent time.

8.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

8.6 Tax Withholding. Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.

8.7 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the severance matters contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. Notwithstanding the foregoing, this Agreement shall not limit, and shall be in addition to, any rights the Executive may also have or be entitled to on the date hereof or in the future from time to time with respect to the acceleration of options or restricted stock pursuant to any equity plan of the Company (such as, but not limited to, any acceleration of equity awards under the Company's equity incentive plans) or of a subsidiary of the Company (as administrated by the relevant

plan administrator), any option or restricted stock agreement, or any other written documentation executed or assumed by or on behalf of the Company or of a subsidiary of the Company. In the event of a conflict between any provision of this Agreement and any provision of any other agreement in effect between the Company and the Executive, the provision affording the greater benefit to the Executive will govern.

8.8 Section 409A. Subject to the provisions in this Section 8.8, any severance payments or benefits under this Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement:

(a) It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

(b) If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terns set forth in this Agreement.

(c) If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

(i) Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the ShortTerm Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section l.409A-l(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month following the end of the Executive’s tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

(ii) Each installment of the severance payments and benefits due under this Agreement that is not described in Section 8.8(c)(i) above and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the tenth day after the date of the Executive’s death, subject to any delays in payment reasonably required to make a post-death payment while complying with Section 409A), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation l.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section l.409A-l(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following the taxable year in which the separation from service occurs. The provisions of this Section 8.8(c)(ii) shall also apply to other compensation and benefits owed to the Executive to the extent required by Section 409A.

(d) The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section l.409A-l(h). Solely for purposes of this Section 8.8(d), “Company” shall include all persons with whom the Company would be considered a single employer under Section 4l 4(b) and 414(c) of the Code.

(e) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

8.9 Amendments. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.

8.10 Executive’s Acknowledgments. The Executive acknowledges that he: (a) has read this Agreement; (b) understands the terms and consequences of this Agreement; and (c) has had the opportunity to be advised by counsel prior to entering into this Agreement.

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


BOTTOMLINE TECHNOLOGIES, INC.						EXECUTIVE:

/s/ Robert Eberle						/s/ Bruce Bowden
Name: Robert A. Eberle, President and CEO						Name: Bruce Bowden
Date: February 25, 2021						Date: February 25, 2021

Exhibit 99.1

BOTTOMLINE APPOINTS BRUCE BOWDEN CHIEF FINANCIAL OFFICER

Seasoned financial executive brings proven growth and value creation experience

PORTSMOUTH, NH (March 1, 2021) - Bottomline (NASDAQ: EPAY), a leading provider of financial technology that makes complex business payments simple, smart and secure, today announced that Bruce Bowden has joined the company as Chief Financial Officer. Following a previously-announced transition, Bowden will assume full responsibilities of the role on March 12.

Bowden joins Bottomline from Interactions, a recognized leader in artificial intelligence and the development of intelligent virtual assistants that combine AI and human understanding to improve how businesses and consumers communicate. As its Chief Financial Officer, Bowden increased operational efficiency to accelerate growth and implemented multiple projects to improve top- and bottom-line performance. Previously, Bowden led corporate development, strategic planning and investor relations at Nuance Communications. As Chief Transformation Officer he was instrumental in accelerating both organic growth and earnings per share.

“Bruce brings an outstanding record of accomplishment and results within high-growth technology companies,” said Rob Eberle, CEO, Bottomline. “I am confident he will play an important role in driving Bottomline to its next level of growth and enterprise value. We are excited and thrilled to welcome him.”

“Bottomline has a large market opportunity, a clear competitive advantage, a history of successful product innovation and a culture focused on customer success,” said Bowden. “With the vast majority of revenues and growth coming from market leading SaaS platforms the company is well positioned to achieve new levels of growth. I am excited to be joining the team and look forward to helping the company accelerate its growth, profitability and enterprise value.”

Prior to Nuance, Bowden held leadership roles across finance, strategy, corporate development, and transformation at Nokia, PepsiCo, Neuf Cegetel and Boston Consulting Group. Bowden earned a Finance degree from Georgetown and JD and MBA degrees from the University of Virginia.

About Bottomline Bottomline (NASDAQ: EPAY) makes complex business payments simple, smart, and secure. Corporations and banks rely on Bottomline for domestic and international payments, efficient cash management, automated workflows for payment processing and bill review, and state of the art fraud detection, behavioral analytics and regulatory compliance solutions. Thousands of corporations around the world benefit from Bottomline solutions. Headquartered in Portsmouth, NH, Bottomline delights customers through offices across the U.S., Europe, and Asia-Pacific. For more information visit www.bottomline.com

Media Contact:

John Stevens

Bottomline

pr@bottomline.com

(978) 914-0735

Investor Contact:

Rick Booth

Bottomline

rbooth@bottomline.com

(603) 501-6270 BTInvestorPR