Audit Committee Charter 2009 FINAL

BOTTOMLINE TECHNOLOGIES (DE), INC. AUDIT COMMITTEE CHARTER A. Purpose The purpose of the Audit Committee is to assist the Board of Directors’ oversight of: • the Company’s accounting and financial reporting processes; • the audits of the Company’s financial statements; • the integrity of the Company’s financial statements; • the Company’s compliance with legal and regulatory requirements; • the independent registered public accountant’s qualifications and independence; and • the performance and compensation of the Company’s independent registered public accountants. The Audit Committee shall serve as the focal point for communication between the Board, the independent registered public accountant and management. B. Structure and Membership 1. Number. The Audit Committee shall consist of at least three members of the Board of Directors. 2. Independence. Except as otherwise permitted by the applicable NASDAQ rules, each member of the Audit Committee shall be “independent” as defined by NASDAQ rules, meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (subject to the exemptions provided in Rule 10A-3(c)), and not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. The Audit Committee shall consider whether any members of the Audit Committee have ...