exhibit1066.htm


    Exhibit
      10.66

     

    TRANSITION
      AGREEMENT

     

    This
      Transition Agreement (the “Agreement”) is made and entered into as of December
      12, 2007, by and between Tier Technologies, Inc., a Delaware corporation
      (together with its successors and assigns, the “Company”), and Deanne M. Tully
      (the “Executive”).

     

    WHEREAS,
      the Company and the Executive are parties to an Executive Severance and Change
      in Control Benefits Agreement entered into July 30, 2003 (the “Severance
      Agreement”);

     

    WHEREAS,
      the Company wants the Executive to continue in her current officer positions
      reporting to the Company’s Chief Executive Officer, and, as applicable, to the
      Company’s Board of Directors, until March 31, 2008 (the “Separation
      Date”);

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which is mutually acknowledged, the Company and the Executive,
      intending to be legally bound, agree as follows:

     

    1.    Separation.  The
      Company hereby provides notice that it will end the Executive’s employment in an
      Involuntary Termination without Cause (as defined in the Severance Agreement),
      effective as of the Separation Date, provided that she does not resign and
      is
      not terminated for Cause (as defined the Severance Agreement) before such date,
      in either of which case Executive will not receive the compensation
      hereunder.

     

    2.    Compensation.  Assuming
      the Executive satisfies the conditions of the Severance Agreement, including
      executing a release of all claims in the form attached to the Severance
      Agreement and not thereafter revoking such release, and her employment ends
      on
      an Involuntary Termination without Cause, the Company will provide the following
      benefits:

     

              (a)  12
      months’ base salary in the amount of $220,000 in a single lump sum payment, on
      the next paydate occurring at least 10 days following the Separation Date,
      provided that the release has become effective;

     

              (b)  Payment
      by the Company of any post-employment health insurance premiums ­ in
      accordance with the Company’s customary treatment of senior executives for the
      shorter of (i) the 12 months following the Separation Date or (ii) the period
      during which she is eligible for COBRA (without regard to any early termination
      of the COBRA period that might apply if she ceases to be within the coverage
      area of the Company’s plan); and

     

             
(c)  Payment
      upon presentation of receipts for expenses related to outplacement and incurred
      in 2008, to a maximum of $7,500.

    


     

    The
      Executive agrees that the foregoing payments satisfy all Company obligations
      under the Severance Agreement and all other compensation and benefits owed
      to
      the Executive (other than  

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    compensation
      and benefits already accrued as of the date of this Agreement and
      accruing  between the date of this Agreement and the Separation
      Date).  The Executive agrees that, to receive the compensation above,
      she must execute the release after the close of business on the date her
      employment ends or within two business days thereafter.

     

    3.    Further
      Services. Commencing after the Separation Date and for the six months
      thereafter, the Executive shall make herself reasonably available for
      consultation under a consulting arrangement to be executed on or before the
      Separation Date (with a monthly retainer, paid in arrears each month, of
      $18,333.33) for the six months following the Separation Date.

     

    4.    Employment
      Status.  This Agreement does not constitute a contract of
      employment or impose upon the Executive any obligation to remain as an employee,
      or impose on the Company any obligation (i) to retain Executive as an employee
      or (ii) to change the status of Executive as an at-will employee.  The
      Company agrees not to terminate Executive’s employment before March 31, 2008
      without Cause.

     

    5.    Assignability;
      Binding Nature.  This Agreement shall be binding upon and inure to
      the benefit of both parties and their respective successors and assigns,
      including any corporation or entity with which or into which the Company may
      be
      merged or that may succeed to its assets or business; provided,
however, that the obligations of the Executive are personal and
      shall
      not be assigned by her.

     

    6.    Entire
      Agreement.  This Agreement contains the entire understanding and
      agreement between the parties concerning the subject matter hereof and
      supersedes all prior agreements, understandings, discussions, negotiations
      and
      undertakings, whether written or oral, with respect thereto, including, without
      limitation, the Severance Agreement, except as provided herein.  The
      parties agree that nothing herein supersedes any eligibility for general
      benefits programs before the Separation Date or the Executive’s agreement under
      the Nondisclosure and Proprietary/Confidential Information/NonSolicitation
      Agreement, dated May 4, 2004, which she agrees remains in effect.

     

    7.    Amendment
      or Waiver.  No provision in this Agreement may be amended unless
      such amendment is agreed to in writing and signed by the Executive and an
      authorized officer of the Company.  No waiver by either party of any
      breach by the other party of any condition or provision contained in this
      Agreement to be performed by such other party shall be deemed a waiver of a
      similar or dissimilar condition or provision at the same or any prior or
      subsequent time.  Any waiver must be in writing and signed by the
      Executive or an authorized officer of the Company, as the case may
      be.

     

    8.    Taxation.  The
      Company may withhold from any amounts payable under this Agreement such federal,
      state and local taxes as may be required to be withheld pursuant to any
      applicable law or regulation.  To the extent that, at the Executive’s
      request, the Company does not withhold taxes with respect to payments during
      the
      consultation period, the Executive shall indemnify the Company if it incurs
      any
      taxes, penalties, or interest in connection with such request.  The
      application of Section 409A of the Internal Revenue Code (“Section 409A”) is
      fact specific and uncertain, and the Executive has requested payment as provided
      herein.  The Company makes no representations or warranty and shall
      have no liability to the Executive or any other person if any provisions of
      or
      payments under this Agreementare determined to constitute 

    
      
        
        

      

      
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deferred
        compensation subject to Code Section 409A but not to satisfy the conditions
        of
        that section.

    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.

    


    TIER
      TECHNOLOGIES, INC

    


    


    


                                                                    
      
        	
                 By:

              	 	 
	 	 Name:	 
	 	 Title:	 


      

    

    


    


    


    THE
      EXECUTIVE

    


    


    


    
      	 	 	 
	 	 Deanne
              M. Tully	 


    

    


     

    



    
      
        
        

      

      
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