Restricted Stock Agreement between Registrant and Robert A. Eberle



 Exhibit 10.5 
  
 BOTTOMLINE TECHNOLOGIES (DE), INC. 
  
 Restricted Stock Agreement 
 Granted Under 2000 Incentive Plan 
  
 AGREEMENT made August 25, 2005, between Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), and Robert A.
Eberle (the “Participant”). 
  
 For valuable
consideration, receipt of which is acknowledged, the parties hereto agree as follows: 
  
 1. Purchase of Shares. 
  
 In consideration of services rendered to the Company by the Participant, the Company shall issue to the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s 2000 Incentive Plan (the
“Plan”), 84,000 shares (the “Shares”) of common stock, $.001 par value per share, of the Company (“Common Stock”). The Shares will be held in book entry by the Company’s transfer agent in the
name of the Participant for that number of Shares issued to the Participant. The Participant agrees that the Shares shall be subject to the forfeiture provisions set forth in Section 2 of this Agreement and the restrictions on transfer set
forth in Section 4 of this Agreement. 
  
 2. Vesting.

  
 (a) In the event that the Participant ceases to be an
employee, officer or director of, or advisor or consultant to, the Company or any parent or subsidiary of the Company, for any reason or no reason, prior to August 26, 2009, any Unvested Shares (as defined below) shall be forfeited immediately
and automatically to the Company. Notwithstanding anything herein to the contrary, if the Shares do not vest on or before the occurrence of one or more of the events set forth in this Section 2, the Shares shall automatically be forfeited to
the Company. The foregoing provisions shall be subject to the provisions of that certain Amended and Restated Employment Agreement, dated as of November 21, 2002, between the Company and the Participant, as amended by letter agreement dated
September 30, 2005 and as further amended and/or restated from time to time (the “Employment Agreement”). 
  
 (b) “Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at the time the Shares are forfeited.
Except as provided in the Employment Agreement or in the Plan, the “Applicable Percentage” shall be (i) 100% during the period ending on August 25, 2006, (ii) 75% less 6.25% for each three months that Participant is
an employee, officer or director of, or advisor or consultant to, the Company or any parent or subsidiary of the Company from and after August 26, 2006 and (iii) 0% on or after August 26, 2009. 
  
 3. Automatic Sale Upon Vesting. 
  
 (a) Upon any reduction in the Applicable Percentage, the Company shall sell,
or arrange for the sale of, such number of the Shares no longer subject to forfeiture under Section 2 as a result of such reduction in the Applicable Percentage as is sufficient to generate 








 
net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon
the lapse of the forfeiture provisions (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such income), and the Company shall retain such net proceeds in satisfaction of
such tax withholding obligations. 
  
 (b) The Participant hereby
appoints the President and the Secretary of the Company, and each of them acting singly, his or her attorney in fact, to sell the Participant’s Shares in accordance with this Section 3. The Participant agrees to execute and deliver such
documents, instruments and certificates as may reasonably be required in connection with the sale of the Shares pursuant to this Section 3. 
  
 (c) The Participant represents to the Company that, as of the date hereof, he or she is not aware of any material nonpublic information about the Company
or the Common Stock. The Participant and the Company have structured this Agreement to constitute a “binding contract” relating to the sale of Common Stock pursuant to this Section 3, consistent with the affirmative defense to
liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. 
  
 4. Restrictions on Transfer. 
  
 (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”) any Shares, or any interest therein, until such Shares have vested, except that the Participant may transfer such Shares (i) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings,
grandchildren and any other relatives approved by the Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such
Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 4 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition
to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement or (ii) as part of the sale of all or substantially all of the shares of capital
stock of the Company (including pursuant to a merger or consolidation), provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such
transaction shall remain subject to this Agreement. 
  
 (b) The
Company shall not be required (i) to transfer on its books any of the Shares which have been transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any
transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. 
  
 5. Restrictive Legends. 
  
 All Shares subject to this Agreement shall be subject to the following restriction, in addition to any other restrictions that may be required under
federal or state securities laws: 
  

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 “The shares of stock represented by this certificate are subject to forfeiture provisions and
restrictions on transfer set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his predecessor in interest), and such Agreement is available for inspection without charge at the office
of the Secretary of the corporation.” 
  
 6. Provisions of
the Plan. 
  
 This Agreement is subject to the provisions of
the Plan, a copy of which is furnished to the Participant with this Agreement. 
  
 7. [Reserved]. 
  
 8.
Withholding Taxes; Section 83(b) Election. 
  
 (a)
The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of
the Shares to the Participant or the lapse of the forfeiture provisions. 
  
 (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The
Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s
own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 
  
 THE PARTICIPANT AGREES NOT TO FILE AN ELECTION UNDER SECTION 83(B) OF THE CODE WITH RESPECT TO THE PURCHASE OF THE SHARES. 
  
 9. Miscellaneous. 
  
 (a) No Rights to Employment. The Participant acknowledges and agrees
that the vesting of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at the will of the Company (not through the act of being granted the Shares hereunder). The Participant further acknowledges and
agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee or consultant for the vesting period, for any period, or at all.

  
 (b) 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, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 
  

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 (c) Waiver. Any provision for the benefit of the Company contained in this Agreement may be
waived, either generally or in any particular instance, by the Board of Directors of the Company. 
  
 (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs,
executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement. 
  

(e) Notice. Each notice relating to this Agreement shall be in writing and delivered in person or by first class mail, postage prepaid, to the
address as hereinafter provided. Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its offices at 325 Corporate Drive, Portsmouth, New Hampshire 03801 (Attention:
President). Each notice to the Participant shall be addressed to the Participant at the Participant’s last known address. 
  
 (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 
  
 (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and
understandings, relating to the subject matter of this Agreement. 
  
 (h) Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Participant. 
  
 (i) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware
without regard to any applicable conflicts of laws. 
  
 (j)
Continuance of Employment. The issuance of the Shares hereunder is in consideration of the Participant’s continuing employment by the Company or any subsidiary; provided, however, nothing in this Agreement shall confer upon
the Participant the right to continue in the employ of the Company or any subsidiary or affect the right of the Company or any subsidiary to terminate the Participant’s employment at any time in the sole discretion of the Company or any
subsidiary, with or without cause. 
  
 (k) Interpretation.
The interpretation and construction of any terms or conditions of the Plan, or of this Agreement or other matters related to the Plan by the Compensation Committee of the Board of Directors of the Company shall be final and conclusive. 

 
 (l) Participant’s Acknowledgments. The Participant
acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek
such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the 

  

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law firm of Wilmer Cutler Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement,
and is not acting as counsel for the Participant. 
  
 (m)
Delivery of Certificates. Subject to Section 3, the Participant may request that the Company deliver the Shares in certificated form with respect to any Shares that have ceased to be subject to forfeiture pursuant to Section 2.

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written. 
  
  
 BOTTOMLINE TECHNOLOGIES (DE), INC. 
  
  
 By:  /s/    JOSEPH LEO
BARRY                         
         Name:  Joseph Leo Barry 
         Title:  Chairman, Compensation Committee 
  
  
 /s/    ROBERT A.
EBERLE                                   
  
 Robert A. Eberle 
  
 Address:  7 Rockrimmon Road 
                  North Hampton, NH 03862

  

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