WWW.EXFILE.COM, INC. --  888-775-4789 -- BRIDGELINE SOFTWARE, INC.  -- EXHIBIT 10.1 TO FORM 8K


    EXHIBIT
10.1


      

      


      EMPLOYMENT
AGREEMENT

      


      Bridgeline Software, Inc., a Delaware
Corporation (the “Employer”
or the “Company”)
and Ronald M. Levenson (the “Employee”),
in consideration of the mutual promises made herein, agree as
follows:

      


      ARTICLE
1

      TERM OF
EMPLOYMENT

      


      Section 1.1    Specified
Period.  Employer
hereby employs Employee, and Employee hereby accepts employment with Employer
for the term of eighteen (18) months, with the period beginning on
April 13, 2009 (the “Commencement
Date”), and terminating on September 30, 2010 (“Initial
Term”).

      


      Section 1.2    Succeeding
Term.  At the end of the Initial Term, or any succeeding one
year term, this Employment Agreement shall renew for successive periods of one
(1) year each (a “Succeeding
Term”) only if the Employer gives written notice of renewal to Employee
not less than sixty (60) days prior to the end of the Initial Term or any
Succeeding Term.  If such notice of renewal is not provided to the
Employee by the Employer this Employment Agreement will terminate, except
the  provisions of Sections 2.3, 2.4, 2.5 and 2.6 shall continue in
force so long as the Employee remains employed by the Employer or any Affiliate
of the Employer, whether under this Agreement or not, and whether as a
consultant or not, and shall survive any termination of employment under this
Agreement for the periods specified therein, all as is more specifically
provided in Section 7.10. Once this Employment Agreement terminates then the
Employee shall become an employee at will at the end of the Initial Term or
Succeeding Term.

      


      Section 1.3    Employment
Term Defined. As
used herein, the phrase “employment term” refers to the entire period of
employment of Employee by Employer hereunder, whether such employment is during
the Initial Term, Succeeding Term or, following the end of the Succeeding Term,
as an employee at will.

      


      ARTICLE
2

      DUTIES AND OBLIGATIONS OF
EMPLOYEE

      


      Section 2.1    General
Duties.  Employee shall serve as Executive Vice President of
Finance for the Employer.  In such capacity, Employee shall do
and perform all services, acts or things consistent within the scope of his
employment and with the Employee’s skill and expertise in accordance with the
instructions of and policies set by Employer’s Chief Executive Officer, or his
designee.  Employee shall perform such services at, 10 Sixth Road,
Woburn, MA 01801 or at such other location as may be designated by
Employer.  The Employee shall be available to make business trips both
domestically and internationally for the purpose of meeting with and consulting
with other Company management, customers, prospects, strategic alliances,
vendors, shareholders, potential investors, and analysts.

      


      Section 2.2    Devotion
to Employer’s Business.

      


      (a)           Employee
shall devote his entire productive time, ability and attention to diligently
promote and improve the business of Employer during the Term.

      


      (b)           Employee
shall not engage in any other business duties or pursuits whatsoever, or
directly or indirectly render any services of a business, commercial or
professional nature to any other person or organization, whether for
compensation or otherwise, without the prior written consent of the Employer’s
Chief Executive Officer .  This Agreement shall not be
interpreted to prohibit Employee from making passive personal investments or
conducting private business affairs if those private business affairs do not
materially interfere with the services required under this
Agreement.

      


      
        
          
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            Employee      
Bridgeline   

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section 2.3    Confidential
Information; Tangible Property; Competitive Activities.

      


      (a)           Employee
shall hold in confidence and not use or disclose to any person or entity without
the express written authorization of Employer, either during the term of
employment or any time thereafter, secret or confidential information of
Employer, as well as secret or confidential information and materials received
in confidence from third parties by Employee or Employer.  If any
confidential information described below is sought by legal process, Employee
will promptly notify Employer and will cooperate with Employer in preserving its
confidentiality in connection with any legal proceeding.

      


      The
parties hereto hereby stipulate that, to the extent it is not known publicly,
the information described in this Section (herein referred to as “Confidential
Information”) is important, material and has independent economic value (actual
or potential) from not being generally known to others and that any breach of
any terms of this Section 2.3 is a material breach of this
Agreement:  (i) the names, buying habits and practices of Employer’s
customers or prospective customers; (ii) Employer’s sales and marketing strategy
and methods and related data; (iii) the names of Employer’s vendors and
suppliers; (iv) cost of materials/services; (v) the prices Employer obtains or
has obtained or for which it sells or has sold its products or services; (vi)
development costs; (vii) compensation paid to employees or other terms of
employment; (viii) Employer’s past and
projected sales volumes; (ix) confidential information relating to actual
products, proposed products or enhancements of existing products, including, but
not limited to, source code, programming instructions, engineering methods and
techniques, logic diagrams, algorithms, development environment, software
methodologies, and technical specifications for the Employer’s web design and
content management software.  Confidential Information shall also
include all information which the Employee should reasonably understand is
secret or confidential information, if the Employee has participated in or
otherwise been involved with the development, analysis, invention or origination
of such Confidential Information belonging to the Employer, including, without
limitation, methods, know-how, formula, customer and supplier lists, personnel
and financial data, business plans, as well as product information, product
plans and product strategies. Notwithstanding the foregoing, “Confidential
Information” does not include any information which (A) is now available to the
public or which becomes available to the public, (B) is or becomes available to
the Employee from a source other than the Employer and such disclosure is not a
breach of a confidentiality agreement with the Employer, or (C) is required to
be disclosed by any government agency or in connection with a court
proceeding.

       

      All
Confidential Information, as well as all software code, methodologies, models,
samples, tools, machinery, equipment, notes, books, correspondence, drawings and
other written, graphical or electromagnetic records relating to any of the
products of Employer or relating to any of the Confidential Information of
Employer which Employee shall prepare, use, construct, observe, possess, or
control shall be and shall remain the sole property of Employer and shall be
returned by Employee upon termination of employment.

      


      (b)       
During his employment and for twelve (12) months after the termination of his
employment for any reason whatsoever, Employee shall not, directly or
indirectly, without the written consent of the Employer:  (i) invest
(except for the ownership of less than 1% of the capital stock of a publicly
held company), or hold a directorship or other position of authority in any of
the Company’s Direct Competitors (“Direct Competitors” defined
as: any person or entity, or a department or division of an entity, whereby more
than 25% of the person’s or entity’s total revenues are derived from the
Competitive Services or Products (“Competitive Services or Products” defined as the
design and development for third parties of: Internet/Intranet/Extranet Web
sites and Web applications, content management software, web analytics software,
eCommerce software, eMarketing software, search engine optimizaiton, search
engine marketing services, or Web hosting services),  (ii) undertake
preparation of or planning for an organization or offering of Competitive
Services or Products, (iii) combine or collaborate with other employees or
representatives of the Employer or any third party for the purpose of
organizing, engaging in, or offering Competitive Services or Products, or (iv)
be employed by, serve as a consultant to or otherwise provide services to
(whether as principal, partner, shareholder, member, officer, director,
stockholder, agent, joint venturer, creditor, investor or in any other
capacity), or participate in the management of a Direct Competitor or
participate in any other business that the Employer may be engaged or is
planning to undertake in at the date of the termination of this
Agreement. 

      


      
        
          
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            Employee      
Bridgeline   

          

        

        
          2

          
            

          

        

        
          
          

        

      

      (c)           During
his employment and for twelve (12) months after the termination of such
employment for any reason whatsoever, Employee shall not become employed by,
associated with, or engaged by, in any capacity whatsoever, any customer, client
or account (as defined below) of the Employer whereby Employee provides services
to such customer, client or account similar to those provided by the Employer to
the customer, client or account during Employee’s
employment.  Employee acknowledges and understands that Employer’s
customers, clients and accounts have executed or will execute agreements
pursuant to which the customer, client or account agrees not to hire Employer’s
employees.

      


      (d)           During
his employment and for twelve (12) months after the termination of such
employment for any reason whatsoever, Employee shall not, directly or
indirectly, without the consent of the Employer:  contact, recruit,
solicit, induce or employ, or attempt to contact, recruit, solicit, induce or
employ, any employee, consultant, agent, director or officer of the Employer to
terminate his/her employment with, or otherwise cease any relationship with, the
Employer; or contact, solicit, divert, take away or accept business from, or
attempt to contact, solicit, divert or take away, any clients, customers or
accounts, or prospective clients, customers or accounts, of the Employer, or any
of the Employer’s business with such clients, customers or accounts which were,
directly or indirectly, contacted, solicited or served by Employee, or were
directly or indirectly under his responsibility, while Employee was employed by
the Company, or the identity of which Employee became aware during the term of
his employment.

      


      As used
in this agreement the term “client,” “customer,” or
“accounts” shall include: (i) any person or entity that is a client, customer or
account of the Employer on the date hereof or becomes a client, customer or
account of the Employer during the Employee’s employment; (ii) any person or
entity that was a client, customer or account of the Employer at anytime during
the two-year period preceding the date of Employee’s termination; and (iii) any
prospective client, customer or account to whom the Employer has made a
presentation (or similar offering of services) within a period of 180 days
preceding the date of the termination of Employee’s employment.

      


        (e)           The
covenants of this Section 2.3 shall be construed as separate covenants covering
their subject matter in each of the separate counties and states in the United
States in which Employer (or its Affiliates) transacts its
business.  If at any time the foregoing provisions shall be deemed to
be invalid or unenforceable or are prohibited by the laws of the state or place
where they are to be enforced, by reason of being vague or unreasonable as to
duration or place of performance, this Section shall be considered divisible and
shall become and be immediately amended to include only such time and such area
as shall be determined to be reasonable and enforceable by the court or other
body having jurisdiction over this Agreement; and the Employer and the Employee
expressly agree that this Section, as so amended, shall be valid and binding as
though any invalid or unenforceable provision had not been included
herein.

      


      (f)           The
Employee represents and warrants that Employee is free to enter into this
Agreement and to perform each of the terms and covenants contained herein, and
that doing so will not violate the terms or conditions of any agreement between
Employee and any third party.

      


      Section 2.4    Inventions
and Original Works.

       

      (a)           Subject
to Section 2.4(b) below, the Employee agrees that he will promptly make full
written disclosure to Employer, will hold in trust for the sole right and
benefit of Employer, and hereby irrevocably assigns to Employer without any
additional compensation all of his right, title and interest in and to any and
all inventions (and patent rights with respect thereto), original works of
authorship (including all copyrights with respect thereto), developments,
improvements or trade secrets which Employee may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, relating to or concerning the business of the Employer, whether or
not conceived, developed or reduced to practice: (i) during working hours, (ii)
while on Employer premises, (iii) with use of Company equipment, materials or
facilities, or (iv) while performing his duties under this Agreement (“Employer
Intellectual Property”).

      


      
        
          
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            Employee      
Bridgeline   

          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      Employee
acknowledges that all original works of authorship relating to the business of
Employer which are made by him (solely or jointly with others) within the scope
of his duties under this Agreement and which are protectable by copyrights are
“works made for hire” as that term is defined in the United States Copyright Act
(17 U.S.C.A., Section 101), and that Employee is an employee as defined under
that Act. Employee further agrees from time to time to execute written transfers
to Employer of ownership or specific original works or authorship (and all
copyrights therein) made by Employee (solely or jointly with others) which may,
despite the preceding sentence, be deemed by a court of law not to be “works
made for hire” in such form as is acceptable to Employer in its reasonable
discretion. Employee hereby waives in favor of Employer and its assigns and
licensees any and all artist’s or moral rights Employee  may have in
respect of any Invention pursuant to any local, state or federal laws or
statutes of the United States and all similar rights under the laws of all
jurisdictions.

      


      (b)           The
parties agree that the “business of the Employer” for the purposes of this
Section 2.4 is acting as “a designer or developer
for third parties to create
Internet/Intranet/Extranet Web sites and Web applications, content management
software, web analytics software, eCommerce software, eMarketing software,
search engine optimizaiton, search engine marketing services, or Web hosting
services”.
Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list
identifying and describing in reasonable detail all inventions (and patent
rights with respect thereto), original works of authorship (including all
copyrights with respect thereto), developments, improvements, concepts or trade
secrets which Employee has solely or jointly conceived or developed or reduced
to practice, or caused to be conceived or developed or reduced to practice to
date, and other intellectual property of the Employee.  For the
avoidance of doubt, Employee will identify on Exhibit 2.4(b) with sufficient
detail any intellectual property belonging to the Employee prior to the date
hereof, including that related to the business of the Employer (collectively the
“Employee’s Personal Intellectual Property”).  Employer acknowledges
and agrees that the provisions of Section 2.4(a) shall not apply to Employee’s
Personal Intellectual Property or to any inventions (and patent rights with
respect thereto), original works of authorship (including all copyrights with
respect thereto), developments, improvements, concepts or trade secrets
conceived of or developed by Employee during the term of this Agreement that is
not Employer Intellectual Property.

      


      Section 2.5    Maintenance
of Records.  Except with respect to the Intellectual Property
for which the Employer has no rights, Employee agrees to keep and maintain
reasonable written records of all inventions, original works of authorship,
trade secrets developed or made by him (solely or jointly with others) during
the employment term.  The Employee also agrees to make and maintain
adequate and reasonable written records customarily maintained by corporate
managers, including, without limitation, lists and telephone numbers of persons
and companies he has contacted during his engagement by the
Employer.  Immediately upon the Employer’s request and promptly upon
termination of the Employee’s engagement with the Employer, the Employee shall
deliver to the Employer all written records as described in this Section,
together with all memoranda, notes, records, reports,
photographs, drawings, plans, papers, computer storage media, Confidential
Information or other documents made or compiled by the Employee or made
available to the Employee during the course of his engagement by the Employer,
and any copies or abstracts thereof, whether or not of a secret or confidential
nature, and all of such records, memoranda or other documents shall, during and
after the engagement of the
Employee by the Employer, be and shall be deemed to be the property of the
Employer.

      


      Section 2.6    Obtaining
Letters Patent and Copyright Registration.  During the
employment term hereunder, Employee agrees to assist Employer, at Employer’s
expense, to obtain United States or foreign letters patent, and copyright
registrations (as well as any transfers of ownership thereof) covering
inventions and original works of authorship assigned hereunder to Employer. Such
obligation shall continue beyond the termination of this Agreement for a
reasonable period of time not to exceed one (1) year subject to Employer’s
obligation to compensate Employee at such rates as may be mutually agreed upon
by the Employer and Employee at the time, but not exceeding the annualized rate
provided for in Section 4.1 of this Agreement, and reimbursement to Employee of
all expenses incurred.

      


      
        
          
             ___________
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            Employee      
Bridgeline   

          

        

        
          4

          
            

          

        

        
          
          

        

      

      If
Employer is unable for any reason whatsoever, including Employee’s mental or
physical incapacity to secure Employee’s signature to apply for or to pursue any
application for any United States of foreign letters, patent or copyright
registrations (or any document transferring ownership thereof) covering
inventions or original works or authorship assigned to Employer under this
Agreement, Employee hereby irrevocably designates and appoints Employer and its
duly authorized officers and agents as Employee’s agent and attorney-in-fact to
act for and in his behalf and stead to execute and file any such applications
and documents and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations or
transfers thereof with the same legal force and effect as if executed by
Employee.  This appointment is coupled with an interest in and to the
inventions and works of authorship and shall survive Employee’s death or
disability.  Employee hereby waives and quitclaims to Employer any and
all claims of any nature whatsoever which Employee now or may hereafter have
against third parties for infringement of any patents or copyrights resulting
from or relating to any such application for letters, patent or copyright
registrations assigned hereunder to Employer.

       

      ARTICLE
3

       

      COMPENSATION OF
EMPLOYEE

      


      Section 3.1    Annual
Salary.  As compensation for his services hereunder, Employee
shall be paid a salary at the rate of $9,375 semi monthly (the equivalent of Two
Hundred Twenty Five Thousand  00/100 Dollars ($225,000) per year
(“Salary”) from the Commencement Date.  Salary shall be paid in equal
installments not less frequently than twice each month.

      


      Section 3.2    Quarterly
Bonus.  The Employee shall be eligible to be paid a quarterly
bonus earned in accordance with the terms set forth on Exhibit 3.2.

          


      Section 3.3    Tax
Withholding.  Employer shall have the right to deduct or
withhold from the compensation due to Employee hereunder any and all sums
required for federal income and social security taxes and all state or local
taxes now applicable or that may be enacted and become applicable in the future,
for which withholding is required by law.

      


      Section 3.4    Stock
Options.  The Employer may, at the Employer’s sole discretion,
issue Stock Options to the Employee.  All stock options granted the
Employee shall be subject to a stock option agreement, a stock option plan and
such other restrictions as are generally applicable to
stock options issued to employees of the Employer, as each may be amended from
time to time.  Additionally you will be granted 100,000 shares of
Bridgeline Software Incentive Stock Options at the point of hire.

      


      


      ARTICLE
4

      EMPLOYEE
BENEFITS

      


      Section 4.1    Annual
Vacation.  Employee
shall be entitled to twenty (20) business days of paid vacation during each
calendar year of this Agreement, on a pro-rated basis. Employee may be absent
from his employment for vacation at such times as are pre-approved by the
Employer’s CEO. Unused vacation shall not be carried over into the next year,
and will not be paid in the form of
cash.

      


      Section 4.2    Benefits. Employee shall be
eligible to participate in benefit plans provided by Employer, such as health
insurance coverage should Employer elect to participate in any such
plans.

      


      Section 4.3    Business
Expenses.  Employer shall reimburse Employee for all
appropriate (i) expenses to maintain Employee’s status as a certified public
accountant, including continuing education costs, membership dues, and
professional organization costs, and (ii) expenses for travel and entertainment
by Employee for legitimate business purposes, provided that such expenses are
approved in writing by the Company’s Chief Executive Officer or his designee,
and provided that Employee furnishes to Employer adequate records and
documentary evidence for the substantiation of each such expenditure, as
required by the Internal Revenue Code of 1986, as amended (the
“Code”).  Per the Company’s policies, expense reports must be
submitted each month to ensure reimbursement.

      


      
        
          
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            Employee      
Bridgeline   

          

        

        
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      ARTICLE
5

       

      TERMINATION OF
EMPLOYMENT

      


      Section 5.1    Termination. Employee’s employment
hereunder may be terminated by Employee or Employer as herein provided, without
further obligation or liability, except as expressly provided in this
Agreement.

      


      Section 5.2    Resignation,
Retirement, Death or Disability.   Employee’s
employment hereunder shall be terminated at any time by Employee’s resignation,
or by Employee’s retirement, death, or his inability to perform the essential
functions of his position under this Agreement, with or without reasonable
accommodation, for a total of ninety (90) days or more in any continuous two
hundred (200) day period because of a substantial physical or mental impairment
(“Disability”).  Employer
shall not be liable for payment of base or bonus compensation during any period
of disability, though benefits shall continue to accrue.

      


      Section 5.3    Termination
for Cause.  Employee’s employment hereunder may be terminated
for Cause.  “Cause” is conduct, as determined by the Chief Executive
Officer, or his designee, involving one or more of the following: (i) gross
misconduct by the Employee; or (ii) the willful disregard of the rules or
policies of the Company, provided that the Company must provide Employee with
written notice from the Company of such willful disregard of the rules or polies
of the Company and Employee fails to cure (if curable) such willful disregard of
the rules or policies of the Company within five (5) business days of such
notice; or (iii) the violation of any noncompetition or nonsolicitation
covenant with, or assignment of inventions obligation to, the Company; or
(iv) the formal charge of the Employee of a felony; or (v) the
commission of an act of embezzlement, fraud or breach of fiduciary duty against
the Company  (vi) engagement in a specific act or pattern of behavior
which, in the reasonable opinion of the Company, impugns the reputation of the
Company or which creates an environment materially non-conducive to the growth
and development of the Company, (vii) the failure of the Employee to
perform in a material respect his employment obligations as set forth in this
Agreement without proper cause and the continuation thereof after delivery to
Employee of written notice from the Employer specifying in reasonable detail the
nature of such failure and Employee fails to cure such failure within fifteen
(15) business days of such notice.   For purposes of this
Section, no act, or failure to act, on the Employee’s part shall be considered
“willful” unless done, or omitted to be done, by him not in good faith and
without reasonable belief that his action or omission was in the best interest
of the Employer.

      


      Section 5.4    Termination
Without Cause; Termination for Good Reason.  Employee’s
employment hereunder may be terminated without Cause upon ten (10) business
days’ notice for any reason. Employee’s employment may be terminated by Employee
at any time for Good Reason.   For purposes of this Agreement,
“Good Reason” shall mean:

      


      (a) failure of the Employer to continue
Employee in the position of Executive Vice President of Finance for the
Employer;  (b) material diminution in the nature or scope of the
Employee’s responsibilities, duties or authority (provided, however, any general
diminution of the business of the Employer, shall not constitute “Good Reason”);
(c) Employer’s requirement, without Employee’s assent, that Employee perform his
general duties under this Employment Agreement at a location that is more than
thirty (30) miles from Employer’s current location at 10 Sixth Road, Woburn, MA
(for a continuous period of time exceeding thirty (30) days); or (d) material
failure of the Employer to provide the Employee the compensation and benefits in
accordance with the terms of Articles 3 and 4 hereof, other than a reduction in
compensation or benefits that is generally applicable to all other similarly
situated employees of the Company.

      


      Section 5.5    Expiration.  Employee’s
employment hereunder shall be terminated upon expiration of the Term of
Employment as provided in Sections 1.1 and 1.2, unless the parties agree that
the Employee’s employment shall become “at will.”

      


      Section 5.6    Notice of
Termination.  Any termination of the Employee’s employment by
the Employer or by the Employee (other than termination by reason of
resignation, retirement, or death), shall be communicated by written Notice of
Termination to the other party hereto.  For purposes of this


       

      
        
          
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            Employee      
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      Agreement,
a “Notice of Termination” shall mean a notice which shall include the specific
termination provision in this Agreement relied upon, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee’s employment under the provision so
indicated.

      


      Section 5.7    Date of
Termination.  The “Date of Termination” shall
be:  (a) if the Employee’s employment is terminated by his death, the
date of his death; (b) if the Employee’s employment is terminated by reason of
Employee’s disability, thirty (30) days after Notice of Termination is given;
(c) if the Employee’s employment is terminated for Cause, the date the Notice of
Termination is given or after if so specified in such Notice of
Termination;  (d) if the Employee’s employment is terminated for any
other reason, the date on which a Notice of Termination is given.

      


      ARTICLE
6

      PAYMENTS TO EMPLOYEE UPON
TERMINATION

      


      Section 6.1    Death,
Disability or Retirement. In
the event of Employee’s Retirement, Death or Disability, all benefits generally
available to Employer’s employees as of the date of such an event shall be
payable to Employee or Employee’s estate, in accordance with the terms of any
plan, contract, understanding or arrangement forming the basis for such
payment.  Neither Employer nor any affiliate shall have any further
obligation to Employee under this Agreement or otherwise, except for payment to
Employee of any and all accrued salary and bonuses, provision of the opportunity
to elect COBRA health care continuation and otherwise as may be expressly
required by law.

       

      Section 6.2    Termination
for Cause or Resignation.  In the event Employee is terminated
by Employer for Cause or Employee resigns (other than a Termination by Employee
for Good Reason), neither Employer nor any affiliate shall have any further
obligation to Employee under this Agreement or otherwise, except for payment to
Employee of any and all accrued salary and bonuses, provision of the opportunity
to elect COBRA health care continuation and otherwise as may be expressly
required by law.

      


      Section 6.3    Termination
Without Cause; Termination for Good Reason.  Subject to other
provisions in this Article 6 to the contrary and during the Initial Term and any
Succeeding Term only, upon the occurrence of a termination without Cause by
Employer or a Termination for Good Reason by Employee, Employer
shall:

      


      (a)   Pay to Employee
any and all accrued salary, bonuses and vacation;

      


      (b)  Pay to Employee, or in
the event of Employee’s subsequent death, to Employee’s surviving spouse, or if
none, to Employee’s estate, as severance pay or liquidated damages, or both, a
sum equal to (i) the monthly rate of Salary payable under this Agreement for a
period of twelve (12) months if such termination occurs during the Initial Term
or for a period of six (6) months if such termination occurs during any
Succeeding Term, and (ii) an amount equal to the quarterly bonus paid to
Employee for the preceding quarter immediately prior to Employee’s
termination;

      


      (c)  Cause any stock options
issued to Employee which have not lapsed and which are not otherwise exercisable
to be accelerated so as to be vested and immediately exercisable by
Employee;

      


      (d)  Pay the Employer’s
portion of the COBRA health insurance continuation premium in the same amount
Employer contributed for Employee’s health insurance as of the date of
Employee’s termination for a period of twelve (12) months if such termination
occurs during the Initial Term or for a period of six (6) months if such
termination occurs during any Succeeding Term, and thereafter provide Employee
the opportunity to continue COBRA health care coverage at Employee’s cost
(provided that the Employee makes the required premium contributions); provided,
however, that Employer’s obligation to contribute its portion of the COBRA
insurance premium will cease immediately in the event Employee


       

      
        
          
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            Employee      
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      becomes
employed following termination and becomes eligible for health insurance
coverage with the new employer.  Employee agrees to notify Employer
immediately regarding such new employment; and

      


      (e)   Provide
to Employee such other payments or benefits as may be expressly required by
law.

      


      It is
intended that each payment under Section 6.3(b) shall be treated as a separate
“payment” for purposes of Section 409A of the Code.  Neither the
Employer nor Employee shall have the right to accelerate or defer the delivery
of any such payment or benefit except to the extent specifically permitted or
required by Section 409A.  Any payment to Employee under this
Agreement that constitutes nonqualified deferred compensation under Section 409A
payable as a result of a termination of employment may only be paid upon a
“separation from service” under Section 409A(a)(2)(A)(i) of the
Code.  For purposes of clarification, the foregoing sentence shall not
cause any forfeiture of benefits on the part of Employee, but shall only act as
a delay until such time as a “separation from service”
occurs.  Notwithstanding the foregoing, if any amount to be paid to
Employee pursuant to this Agreement as a result of his termination of employment
is subject to Section 409A, and if Employee is a “Specified Employee” under
Section 409A as of the date of his termination of employment hereunder, then, to
the extent necessary to avoid the imposition of excise taxes or other penalties
under Section 409A, the payment of benefits, if any, scheduled to be paid by the
Company to Employee hereunder during the first six (6) month period following
the date of a termination of employment hereunder shall be paid on the date
which is the first business day following the six-month anniversary of
Employee’s termination of employment for any reason other than
death.  Any deferred compensation payment delayed in accordance with
the terms of this paragraph shall be paid in a lump sum when paid and shall be
adjusted for earnings in accordance with the applicable short term rate under
Section 1274(d) of the Code.

      


      ARTICLE
7

      GENERAL
PROVISIONS

      


      Section 7.1    Notices.  Any
notices to be given hereunder by either party to the other shall be in writing
and may be transmitted by personal delivery or by mail, first class, postage
prepaid, or by electronic facsimile or email transmission (with verification of
receipt).  Mailed notices shall be addressed to the parties at their
respective addresses set forth herein.  Each party may change that
address by written notice in accordance with this section. Notices delivered
personally shall be deemed communicated as of the date of actual receipt. Mailed
notices shall be deemed communicated as of one day after the date of
mailing.

      


      Section 7.2    Governing
Law; Jurisdiction.  This Agreement shall be governed by,
construed and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, without regard to its principles of conflicts of
laws.  Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement or any of the transactions
contemplated hereby, shall be brought against any of the parties in the courts
of the Commonwealth of Massachusetts, and each of the parties irrevocably
submits to the exclusive jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding, waives any objection to
venue laid therein, agrees that all claims in respect of any action or
proceeding shall be heard and determined only in any such court and agrees not
to bring any action or proceeding arising out of or relating to this Agreement
or any transaction contemplated hereby in any other court.  Process in
any action or proceeding referred to in the preceding sentence may be served on
any party anywhere in the world.

      


      Section 7.3    Attorney’s
Fees and Costs.  If Employer or Employee commences any action
at law or in equity against arising out of or relating to this Agreement (other
than any statutory cause of action relating to employment, including but not
limited to claims under state and federal employment laws) and Employer prevails
in such action, Employee shall reimburse Employer its reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to which
Employer may be entitled.  This provision shall be construed as
applicable to the entire contract.

      


      
        
          
             ___________
__________ 

            Employee      
Bridgeline   

          

        

        
          8

          
            

          

        

        
          
          

        

      

      Section 7.4    Entire
Agreement.  This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the subject matter contained herein and contains all of the covenants and
agreements between the parties with respect to that subject matter, including
without limitation, any prior Employment Agreement between Employer and
Employee. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement or promise not contained in this
Agreement shall be valid or binding on either party.

      


      Section 7.5    Modification.  Any
modification of this Agreement will be effective only if it is in writing and
signed by the Employee and properly authorized by Employer’s Board of Directors
and signed by the Chief Executive Officer of Employer.

      


      Section 7.6    Effect of
Waiver.  The failure of either party to insist on strict
compliance with any of the terms, covenants or conditions of this Agreement by
the other party shall not be deemed a waiver of that term, covenant or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.

      


      Section 7.7    Partial
Invalidity.  If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

      


      Section 7.8    Assignment.  The
rights and obligations of the parties hereto shall inure to the benefit of, and
shall be binding upon, the successors and assigns of each of them; provided,
however, that the Employee shall not, during the continuance of this Agreement,
assign this Agreement without the previous written consent of the Employer, and
provided, further, that nothing contained in this Agreement shall restrict or
limit the Employer in any manner whatsoever from assigning any or all of its
rights, benefits or obligations under this Agreement to any successor
corporation or entity or to any affiliate of the Employer without the necessity
of obtaining the consent of the Employee. “Affiliate” as used throughout this
Agreement means any person or entity which directly or indirectly controls, or
is controlled by, or is under common control with, the Employer.

      


      Section 7.9    Specific
Performance. If there is any
violation of the Employee’s obligations herein contained, the Employer, or any
of its Affiliates, shall have the right to specific performance in addition to
any other remedy which may be available     at law or at
equity.

      


      Section 7.10    Survival
of Sections.  The provisions of Sections 2.3, 2.4, 2.5 and 2.6
shall continue in force so long as the Employee remains employed by the Employer
or any Affiliate of the Employer, whether under this Agreement or not, and
whether as a consultant or not, and shall survive any termination of employment
under this Agreement for the periods specified therein. Notwithstanding the
foregoing, the provision of Sections 2.5 shall survive for only three years
following any termination of employment.

      


      Section 7.11    Injunctive
Relief/Acknowledgement. Employee understands and acknowledges that the
Employer’s Proprietary Information, Inventions and good will are of a special,
unique, unusual, extraordinary character which gives them a peculiar value, the
loss of which cannot be reasonably compensated by damages in an action at
law.  Employee understands and acknowledges that, in addition to any
and all other rights or remedies that the Employer may possess, Employer shall
be entitled to injunctive and other equitable relief, without posting a bond, to
prevent a breach or threatened breach of this Agreement (and/or any provision
thereof) by Employee. In the event that a court of appropriate jurisdiction
awards the Company injunctive or other equitable relief due to Employee’s breach
of the terms of this Agreement, Employee agrees that the time periods provided
in Article 2.3 of this Agreement shall be tolled for the period during which
Employee is in breach of the Agreement, and shall resume once Employee complies
with such injunctive or other equitable relief.

      


      
        
          
             ___________
__________ 

            Employee      
Bridgeline   

          

        

        
          9

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as an instrument under seal at Woburn, Massachusetts on
this 6th day of April, 2009.

      


      


       

      
        	
                Employer:

                 

                Bridgeline Software, Inc.

                 

                
                   

                   

                  By:  /s/ Thomas L.
      Massie

                  
                    
      

                  Thomas
      L. Massie

                  President
      & CEO

                

              	
                Employee:

                 

                 

                 

                 

                 

                /s/ Ronald M. Levenson

                
                  
      

                Ronald M.
Levenson

              


      

       

       

       

       

       


      
        
          
             ___________
__________ 

            Employee      
Bridgeline   

            


            


          

           


        

        
          10

          
            

          

        

        
           


        

      


      EXHIBIT
2.4(b)

      


      Employee’s
Personal Intellectual Property

      



      
        
          
             

            ___________
__________ 

            Employee      
Bridgeline    

            


            


          

           


        

        
          11

          
            

          

        

        
           


        

      


      EXHIBIT 3.2

      


      Ronald M. Levenson FY09
Incentive Bonus:  You will have the opportunity to earn a quarterly
incentive bonus of $12,500 based on the achievement of the following company
goals: 

      


      A)  Gross
Profit Goal:   For fiscal year 2009, you will be entitled to earn
a quarterly incentive bonus of $5,000 when the Company minimally acheives the
following Gross Profit objectives:

       

      
        
          
            
              
                
                  	 
      	
                          Gross
      Profit

                        	
                          100%
      Bonus

                        
	
                          Q309

                        	
                          $
      3,468,400

                        	
                          $5,000

                        
	
                          Q409

                        	
                          $
      3,471,300

                        	
                          $5,000

                        


                

              

            

          

        

         

      

      Gross
profit is defined as total revenue reduced by Cost of Sales that includes Direct
Labor, 1099 Contract Labor, Cost of Hosting, and Production Overhead (office
space, utilities, phone, ect...).

      


      B)  Operating
Income Goal:   For fiscal year 2009, you will be entitled to earn
a quarterly incentive bonus of $5,000 when the Company minimally acheives the
following quarterly Operating Income objectives:

      

        
          
            
              	 
      	
                      Operating
      Income

                    	
                      100%
      Bonus

                    
	
                      Q309

                    	
                      $
      204,300

                    	
                      $5,000

                    
	
                      Q409

                    	
                      $
      185,500

                    	
                      $5,000

                    


            

             

          

        

      

      
        	
                C)  

              	
                Days
      Outstanding on Accounts Receivable (“DSO”) Incentive:  For
      fiscal year 2009, you will entitled to earn a quarterly bonus of $2,500
      per quarter for managing outstanding accounts receivable collections at or
      under fifty (50) days. DSO shall be calculated on a rolling quarterly
      average.

              


      

      


      Your
entire Incentive Bonus listed above will be guaranteed for the first two
quarters of your employment, or the last two quarters of FY09 (Q309 – quarter
ending June 30, 2009 and Q409 – quarter ending September 30th,
2009).

      


      All
earned bonuses shall be paid on the 30th/31st payroll of the month following the
calendar quarter end provided that the employee is still employed by Bridgeline
on the last day of the calender quarter.

      


      New
incentive bonus goals will be determined for Q110 (ending December 31, 2009),
Q210 (ending March 30, 2010), Q310 (ending June 30, 2010), and Q410 (ending
September 30, 2010) when the FY10 operating year has been completed and approved
by the Employer’s Chief Executive Officer.

      


      
         

        
          	
                  Employer:

                   

                  Bridgeline Software, Inc.

                   

                  
                     

                     

                    By:  /s/ Thomas L.
      Massie

                    
                      
      

                    Thomas
      L. Massie

                    President
      & CEO

                  

                	
                  Employee:

                   

                   

                   

                   

                   

                  /s/ Ronald M. Levenson

                  
                    
      

                  Ronald M.
Levenson

                


        

         

      

      



      
        
          
             

            ___________
__________ 

            Employee     
 Bridgeline   

            


            


          

           


        

        
          12