exhibit1067.htm


    Exhibit
      10.67

     

    SEPARATION
      AGREEMENT AND RELEASE

     

    This
      Separation Agreement and Release
      (the “Agreement”) is effective as of February 12, 2007 (the “Effective Date”) by
      and between Tier Technologies, Inc., (the “Company”) and Todd F. Vucovich (the
“Employee”) (collectively the “parties”).

     

    WHEREAS,
      the parties have mutually
      agreed to resolve the Employee’s separation from the Company and establish the
      terms of the Employee’s severance arrangement; and

     

    WHEREAS,
      the parties wish to enter into
      this Agreement that will terminate and supersede the Nondisclosure and
      Proprietary/Confidential Information Non-Competition Agreement the Employee
      executed on December 2, 2004 (the “Nondisclosure Agreement”);

     

    NOW,
      THEREFORE, in consideration of the
      promises and conditions set forth herein, the sufficiency of which is hereby
      acknowledged, the Company and the Employee agree as follows:

     

    1.    Separation
      Date.  The Employee’s effective date of separation from the
      Company will be at the sole discretion of the Company, but in any event no
      later
      than November 30, 2007 (the “Separation Date”).

    


    2.    Transition
      Period.  The period beginning on the Effective Date through and
      including the Separation Date shall be the Transition Period.  During
      the Transition Period, the Employee shall remain employed by the Company and
      shall receive the same salary, paid leave (PTO) and other benefits he is
      currently receiving; provided, however, that the Employee shall
      not be eligible for or have any right to any bonus or pro-rata portion of any
      bonus for fiscal years 2006, 2007 or 2008.  The Employee shall also
      retain his current accrued, unused PTO balance, if any.  In exchange
      for such salary and benefits, the Employee agrees that he shall use his best
      efforts to diligently perform projects and tasks associated with the orderly
      management of the PSSI SBU, including any restructuring or other strategic
      activities.  The Employee will be directed by Ronald L. Rossetti,
      Chief Executive Officer of the Company, and shall perform his duties during
      the Company’s regular business hours provided, however, that the
      Company shall permit the Employee a reasonable amount of time during the
      Transition Period to engage in activities associated with the Employee’s search
      for other employment.  The Employee shall work out of the Company’s
      Reston, VA office.  The Employee must comply with all rules, policies
      and practices of the Company and any additional directions or instructions
      provided to him by Mr. Rossetti throughout the Transition Period.

    


    3.    Stock
      Options.  Each option to purchase shares of the Company’s Class B
      Common Stock under the Company’s Amended and Restated 1996 Equity Incentive Plan
      and the Amended and Restated 2004 Stock Incentive Plan (the “Plans”) held by the
      Employee (collectively, the “Options”) shall continue to be governed by the
      Plans and the terms of its respective option agreement between the Employee
      and
      the Company.

    


    4.    Consideration.

    


     (a)           In
      return for the execution of this Agreement, the Company agrees to pay the
      Employee $25,000 as reimbursement for certain relocation expenses incurred
      in
      connection with the sale of the Employee’s residence in Northern Virginia, less
      all applicable federal and state taxes and
      withholdings within seven (7) business days.

    
      
        
        

      

      
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     (b)           Upon
      the Separation Date, provided the Employee has executed the Release Agreement
      attached as Exhibit A hereto (the “Release Agreement”); and provided
      that the Employee has complied with all conditions set forth in this Agreement;
      and provided the Employee has not been terminated by the Company for
      cause; and provided the Employee has not voluntarily resigned during the
      Transition Period, the Company agrees to provide the Employee with the following
      consideration:

    


        
      (i)            The
      Company agrees to pay the Employee as severance pay one hundred twenty two
      thousand dollars ($122,000) in a lump sum, less all applicable state and federal
      taxes and withholdings.  This amount represents six (6) months of the
      Employee’s current base salary ($110,000) and twelve (12) months reimbursement
      for COBRA expenses ($12,000);

    


        
      (ii)           The
      Company agrees to pay the Employee a further seventy-five thousand dollars
      ($75,000) as reimbursement for certain relocation expenses incurred in
      connection with the sale of the Employee’s residence in Northern Virginia, less
      all applicable federal and state taxes and withholdings; and

    


        
      (iii)          The Company
      agrees to reimburse the Employee for up to seven thousand five hundred dollars
      ($7,500) for executive out-placement services.

    


    The
      payments in Paragraph 4(b) shall be paid following the eighth (8th) day after
      execution of the Release Agreement, provided that the Employee does not revoke
      the Release Agreement and has complied with all of the terms and conditions
      of
      this Agreement.

    


    5.    Execution
      of this Agreement and the Release Agreement.  Employee agrees that
      he is entering into this Agreement knowingly and voluntarily and with full
      knowledge of its significance and is hereby advised to consult with an attorney
      before he executes this Agreement.   The Employee must execute
      the Release Agreement after close of business on the Separation Date and provide
      an executed copy to Mr. Rossetti.  The Employee acknowledges that
      he may not execute the Release Agreement prior to close of business on the
      Separation Date, unless terminated earlier.  The Employee also
      acknowledges that the consideration described herein is adequate and sufficient
      consideration for entering into this Agreement and the Release
      Agreement.

    


    6.    Release.  In
      exchange for the consideration, which the Employee acknowledges he would not
      otherwise be entitled to receive, the Employee hereby fully, forever,
      irrevocably and unconditionally releases, remises and discharges the Company,
      its officers, directors, stockholders, affiliates, subsidiaries, parent
      companies, agents and employees (each in their individual and corporate
      capacities) (hereinafter, the “Released Parties”) from any and all claims,
      charges, complaints, demands, actions, causes of action, suits, rights, debts,
      sums of money, costs, accounts, reckonings, covenants, contracts, agreements,
      promises, doings, omissions, damages, executions, obligations, liabilities
      and
      expenses (including attorneys’ fees and costs), of every kind and nature that
      the Employee ever had or now has against any or all of the Released Parties,
      including, but not limited to, all claims arising out of his employment with
      and/or separation from the Company including, but not limited to, all employment
      discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
      § 2000e et seq., the Americans With Disabilities Act of 1990, 42
      U.S.C. § 12101 etseq., the Family and Medical Leave
      Act, 29 U.S.C.
      § 2601 etseq., the Virginia Human Rights Act, Va. Code § 2.2-3900
etseq., Va. Code 

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Ann.
        § 51.5-40 etseq. (Virginia rights of persons with
        disabilities law), Va. Code § 40.1-28.6 (Virginia equal pay law)
        and Va. Code §§ 40.1-51.2:1 etseq. and 40.1-51.4:5 (Virginia
        whistleblower protection law), all as amended, all claims arising out of
        the
        Fair Credit Reporting Act, 15 U.S.C. § 1681 etseq. and the
        Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001
etseq., all as amended, all common law claims including, but not
        limited to, actions in tort, defamation and breach of contract (including,
        without limitation, claims arising out of or related to the Nondisclosure
        Agreement), all claims to any non-vested ownership interest in the Company,
        contractual or otherwise, including, but not limited to, claims to stock
        or
        stock options, and any claim or damage arising out of the Employee’s employment
        with and/or separation from the Company (including a claim for retaliation)
        under any common law theory or any federal, state or local statute or ordinance
        not expressly referenced above; provided, however, that nothing in
        this Agreement prevents the Employee from filing, cooperating with, or
        participating in any proceeding before the EEOC or a state Fair Employment
        Practices Agency (except that the Employee acknowledges and understands that
        he
        may not be able to recover any monetary benefits in connection with any such
        claim, charge or proceeding.)

    

    


    Employee
      expressly acknowledges and understands that he is knowingly and voluntarily
      waiving any and all rights to pursue an action under the Age Discrimination
      in
      Employment Act and that the consideration given for the release in this
      Paragraph 6 is in addition to anything of value to which Employee was already
      entitled.  Employee hereby provides further acknowledgment, and is
      advised, as required by the Older Workers Benefit Protection Act,
      that:

    


     (a)           The
      waiver and release do not apply to any rights or claims that may arise after
      the
      date Employee signs this Agreement;

     

     (b)  Employee
      has been and is hereby advised to consult an attorney concerning this Agreement
      prior to executing it (although Employee is not required to do so);

    


     (c)  Employee
      has twenty-one (21) days to consider the terms of this Agreement and by
      executing this Agreement prior to the end of the twenty-one (21) day period,
      Employee has voluntarily waived said period;

    


     (d)           Employee
      may revoke this Agreement at any time during the seven (7) days following the
      date he executes this Agreement, and that this Agreement shall not become
      effective or enforceable until such seven (7) day revocation period has expired
      (the “Effective Date”).  If Employee revokes this Agreement, Employee
      shall not receive any of the benefits of this Agreement contained
      herein.  Any changes made to this Agreement during the twenty-one (21)
      days in which Employee may consider it, whether material or not, will not start
      the re-running of the twenty-one (21) day period.

    


    7.    Nonsolicitation
      and Confidential Information.  The Employee acknowledges and
      agrees that:

    


     (a)           Nonsolicitation. 
      For the period of two (2) years from the date of termination of the Employee’s
      employment for any reason, the Employee shall not, directly or
      indirectly:

     

        
      (i)           employ or
      solicit for employment any person whom the Employee knows to be an employee
      of
      the Company or any subsidiary of the Company or induce or 

    
      
        
        

      

      
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    attempt
      to induce any such person to terminate his or her employment with the Company
      or
      such subsidiary; or

     

        
      (ii)          seek in
      competition with the Company to procure orders from or do business with, or
      procure directly or indirectly any other person to procure orders from or do
      business with, any person or entity who has been a client or prospective client
      of the Company as of the termination of the Employee’s employment for any
      reason.

     

     (b)           Confidential
      Information.

    


      
      (i)           The
      Employee acknowledges that the Confidential Information (as defined below)
      of
      the Company is valuable, special and unique to the Company, that the Company
      depends on such Confidential Information and that the Company wishes to protect
      such Confidential Information by keeping it confidential for the use and benefit
      of the Company.  Based on the foregoing, the Employee
      undertakes:

     

         
      (A)           to keep any
      and all Confidential Information in trust for the use and benefit of the
      Company;

     

         
      (B)           except as
      required by the Employee’s duties hereunder or as may be authorized in writing
      by the Company, not at any time during and after the termination of the
      Employee’s employment for any reason to disclose or use, directly or indirectly,
      any Confidential Information of the Company;

     

         
      (C)           to take all
      reasonable steps necessary or reasonably requested by the Company to ensure
      that
      all Confidential Information of the Company is kept confidential for the use
      and
      benefit of the Company; and

     

         
      (D)           upon
      termination of the Employee’s employment with the Company or at any other time
      the Company may request, to promptly deliver to the Company all materials
      constituting Confidential Information (including all copies thereof) that are
      in
      the Employee’s possession or under the Employee’s control.

     

      
      (ii)          For purposes of this
      Paragraph 7, “Confidential Information” means any and all information developed
      by or for the Company of which the Employee gained knowledge by reason of the
      Employee’s employment with the Company that is not generally known in the
      industry in which the Company is or may become engaged.  Confidential
      Information includes, but is not limited to, any and all information, processes,
      ideas or know-how that:  (A) are not generally known in the industry;
      (B) the Company considers confidential; (C) gives the Company a competitive
      advantage; (D) affects or relates to the Company, its business or its methods
      of
      operation; (E) are developed by or for the Company or customers of the Company
      concerning plans, marketing and sales methods, materials, processes, business
      forms, procedures, devices used by the Company or contractors or customers
      with
      which the Company has dealt or (F) is confidential information of third-party
      customers, contractors or other parties and that is in the Company’s
      possession.  Examples of Confidential Information include, but are not
      limited to, computer program listings, source code and object code, customer
      lists, marketing information, financial information, business strategies,
      project information, price lists, cost information, business forms, financial
      records, product design, contents, formulae, packaging, marketing or anything
      related to the unique character or products of
      the Company’s business, plans for development of new products, services and
      expansion into new areas or markets, internal operations and any trade secrets
      and proprietary information of any type owned by the Company together with
      all
      written, graphic and other materials relating to all or any part of the
      same.  In the event the Employee is unsure whether certain information


    
      
        
        

      

      
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    is
      Confidential Information within the scope of this Agreement, the Employee will
      treat that information as Confidential Information unless and until he is
      informed in writing by the Company to the contrary.

     

        
      (iii)         The Employee agrees
      that he shall not, by virtue of his association with the Company, acquire any
      rights in any Confidential Information, good will or other asset or property
      of
      the Company, whether tangible or intangible, and regardless of whether created
      by the Employee.  If any such rights become vested in the Employee by
      operation of law or otherwise, the Employee agrees to assign the same to the
      Company without further consideration immediately upon the Company’s
      request.

    


        
      (iv)          The Employee
      understands and agrees that (A) any and all of his work product created, or
      in
      the process of being created, during hours the Employee is performing services
      for the Company and/or any and all of his work product created, or in the
      process of being created, outside hours the Employee is performing services
      for
      the Company, but which is related to the Company’s Confidential Information, is
      and shall remain the property of the Company; (B) all proprietary rights therein
      shall be held by the Company; and (C) the Employee shall assist in all
      reasonable efforts to protect such rights for the Company, to transfer such
      rights to the Company and to verify that such rights are owned by the
      Company.

    


        
      (v)           Confidential
      Information shall not be deemed to include the following:  (A)
      information that becomes available to the public other than through breach
      of
      this Agreement or (B) information that is lawfully received by the Employee
      from
      a third party without misappropriation or breach of this Agreement.

    


     (c)           Interpretation.  If
      any restriction set forth in this Paragraph 7 is found by any court of competent
      jurisdiction to be unenforceable because it extends for too long a period of
      time or over too great a range of activities or in too broad a geographic area,
      it shall be interpreted to extend only over the maximum period of time, range
      of
      activities or geographic area as to which it may be enforceable.

    


     (d)       The
      provisions of this Paragraph 7 shall survive the termination of this Agreement
      and shall apply if the Employee’s employment is terminated on the Separation
      Date pursuant to this Agreement or on any other date.

    


    8.    Return
      of
      Company Property.  The Employee confirms that on or before the
      Separation Date, he shall return to the Company in good working order all keys,
      files, records (and copies thereof) and Company identification and shall leave
      intact all electronic Company documents, including, but not limited to, those
      that he developed or helped to develop during his
      employment.  Employee shall be allowed to keep his laptop computer,
      printer and other office equipment currently in his
      possession.  Provided, however, that Employee shall
      permit the Company to make a complete copy of the hard drive on Employee’s
      computer(s) as of the Effective Date and as of the Separation Date.

    


    9.    Nondisparagement.  The
      parties understand and agree that neither will make any false, disparaging
      or
      derogatory statements to any entity or person regarding the other, including
      the
      Company’s officers, directors, employees, shareholders and/or
      agents.  Notwithstanding anything in this paragraph to the contrary,
      nothing in this paragraph shall prohibit either party from making any accurate
      statement as required by law or regulation.

    
      
        
        

      

      
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    10.    Nature
      of
      Agreement.  The Employee understands and agrees that this
      Agreement is a severance and settlement agreement and does not constitute an
      admission of liability or wrongdoing on the part of the Company.

    


    11.    Termination
      for
      Cause or Resignation.  Employee expressly acknowledges and agrees
      that nothing in this Agreement precludes the Company from terminating Employee
      for cause during his employment.  In the event Employee is terminated
      for cause, or the Employee voluntarily resigns from employment, then the
      Company’s obligations and Employee’s rights pursuant to this Agreement shall
      cease and be rendered a nullity.

    


    12.    Amendment.  This
      Agreement shall be binding upon the parties and may not be modified in any
      manner except by an instrument in writing of concurrent or subsequent date
      signed by a duly authorized representative of the parties
      hereto.  This Agreement is binding upon and shall inure to the benefit
      of the parties and their respective agents, assigns, heirs, executors,
      successors and administrators.

    


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

    


    14.    Validity.  Should
      any provision of this Agreement be declared or be determined by any court of
      competent jurisdiction to be illegal or invalid, the validity of the remaining
      parts, terms or provisions shall not be affected thereby and said illegal or
      invalid part, term or provision shall be deemed not to be a part of this
      Agreement.

    


    15.    Applicable
      Law.  This Agreement shall be governed by the laws of the
      Commonwealth of Virginia, without regard to conflict of laws
      provisions.  The Employee hereby irrevocably submits to the
      jurisdiction of the courts of the Commonwealth of Virginia, or if appropriate,
      a
      federal court located in the Commonwealth of Virginia (which courts, for
      purposes of this Agreement, are the only courts of competent jurisdiction),
      over
      any suit, action or other proceeding arising out of, under or in connection
      with
      this Agreement or its subject matter.

    


    16.    Acknowledgments.  The
      Employee acknowledges that he has been given a reasonable amount of time to
      consider this Agreement and that he was advised to consult with an attorney
      of
      his own choosing prior to signing this Agreement.

    


    17.    Voluntary
      Assent.  The Employee affirms that no other promises or agreements
      of any kind have been made to or with him by any person or entity whatsoever
      to
      cause him to sign this Agreement, and that he fully understands the meaning
      and
      intent of this Agreement.  The Employee states and represents that he
      has had an opportunity to fully discuss and review the terms of this Agreement
      with an attorney.  The Employee further states and represents that he
has
      carefully read this Agreement, understands the contents herein, freely and
      voluntarily assents to all of the terms and conditions hereof, and signs his
      name of his own free act.

    


    18.    Entire
      Agreement.  This Agreement, including Exhibit A hereto, contains
      and constitutes the entire understanding and agreement between the parties
      hereto with respect to severance and settlement and terminates and supersedes
      all previous oral and written negotiations, agreements, commitments and writings
      in connection therewith, including, but not 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
limited
        to the Nondisclosure Agreement.  Nothing in this paragraph, however,
        shall modify, cancel or supersede any obligations the Employee has under
        the
        Plans and any option agreement between the Company and the Employee under
        the
        Plans.

    

    


    19.    Counterparts.  This
      Agreement may be executed in two (2) signature counterparts, each of which
      shall
      constitute an original, but all of which taken together shall constitute one
      and
      the same instrument.

    


    IN
      WITNESS WHEREOF, all parties have set their hand and seal to this Agreement
      as
      of the date set forth below.

     

    TIER
      TECHNOLOGIES, INC.

    


    


                          
      
        	
                By:  
 


              	 
	 	 Ronald
                L. Rossetti
	 	 Chairman
                and Chief Executive Officer
	 	 
	
                                            Dated:

              	 


      

    

                                     

    


    


                         
      
        	 TODD
                F. VUCOVICH	 
	 	 
	 	 


      

      


      
        	 	 	 
	 Dated:	 	 
	 	 	 


      

    

    


    


     

                                                           

    


    


     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    RELEASE
      AGREEMENT

    


    This
      Release Agreement (the “Release
      Agreement”) is made by and between Tier Technologies, Inc. (the “Company”) and
      Todd F. Vucovich (the “Employee”).

     

    1.    Release.  In
      exchange for the Consideration (as defined in the Separation Agreement and
      Release between the parties (the “Agreement”)) set forth in the Agreement, the
      Employee hereby fully, forever, irrevocably and unconditionally releases,
      remises and discharges the Company, its officers, directors, stockholders,
      affiliates, subsidiaries, parent companies, agents and employees (each in their
      individual and corporate capacities) (hereinafter, the “Released Parties”) from
      any and all claims, charges, complaints, demands, actions, causes of action,
      suits, rights, debts, sums of money, costs, accounts, reckonings, covenants,
      contracts, agreements, promises, doings, omissions, damages, executions,
      obligations, liabilities and expenses (including attorneys’ fees and costs), of
      every kind and nature that the Employee ever had or now has against any or
      all
      of the Released Parties, including, but not limited to, all claims arising
      out
      of his employment with and/or separation from the Company including, but not
      limited to, all employment discrimination claims under Title VII of the Civil
      Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age
      Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,
      the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101
etseq., the Family and Medical Leave Act, 29 U.S.C. § 2601
etseq., the Virginia Human Rights Act, Va. Code § 2.2-3900
etseq., Va. Code Ann. § 51.5-40 etseq.
      (Virginia rights of persons with disabilities law), Va. Code § 40.1-28.6
      (Virginia equal pay law) and Va. Code §§ 40.1-51.2:1 etseq.
      and 40.1-51.4:5 (Virginia whistleblower protection law), all as amended, all
      claims arising out of the Fair Credit Reporting Act, 15 U.S.C. § 1681
etseq. and the Employee Retirement Income Security Act of
      1974 (“ERISA”), 29 U.S.C. § 1001 etseq., all as amended,
      all common law claims including, but not limited to, actions in tort, defamation
      and breach of contract (including, without limitation, claims arising out of
      or
      related to the Nondisclosure Agreement (as defined in the Agreement)), all
      claims to any ownership interest in the Company, contractual or otherwise,
      including, but not limited to, claims to stock or stock options, and any claim
      or damage arising out of the Employee’s employment with and/or separation from
      the Company (including a claim for retaliation) under any common law theory
      or
      any federal, state or local statute or ordinance not expressly referenced above;
      provided, however, that nothing in this Release Agreement prevents
      the Employee from filing, cooperating with, or participating in any proceeding
      before the EEOC or a state Fair Employment Practices Agency (except that the
      Employee acknowledges and understands that he may not be able to recover any
      monetary benefits in connection with any such claim, charge or
      proceeding).

    


    Employee
      expressly acknowledges and understands that he is knowingly and voluntarily
      waiving any and all rights to pursue an action under the Age Discrimination
      in
      Employment Act and that the consideration given for the release in this
      Paragraph 1 is in addition to anything of value to which Employee was already
      entitled.  Employee hereby provides further acknowledgment, and is
      advised, as required by the Older Workers Benefit Protection Act,
      that:

    


     (a)           The
      waiver and release do not apply to any rights or claims that may arise after
      the
      date Employee signs this Agreement;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     (b)           Employee
      has been and is hereby advised to consult an attorney concerning this Agreement
      prior to executing it (although Employee is not required to do so);

    


     (c)           Employee
      has twenty-one (21) days to consider the terms of this Agreement and by
      executing this Agreement prior to the end of the twenty-one (21) day period,
      Employee has voluntarily waived said period;

    


     (d)           Employee
      may revoke this Agreement at any time during the seven (7) days following the
      date he executes this Agreement, and that this Agreement shall not become
      effective or enforceable until such seven (7) day revocation period has expired
      (the “Effective Date”).  If Employee revokes this Agreement, Employee
      shall not receive any of the benefits of this Agreement contained
      herein.  Any changes made to this Agreement during the twenty-one (21)
      days in which Employee may consider it, whether material or not, will not start
      the re-running of the twenty-one (21) day period.

     

    2.    Continuing
      Obligations.  The Employee acknowledges his obligations under
      Paragraph 7 of the Agreement, including, but not limited to, his obligation
      to
      keep confidential all non-public information concerning the Company that he
      acquired during the course of his employment with the Company and his obligation
      not to solicit customers or employees of the Company, which obligations remain
      in full force and effect.

    


    3.    Return
      of Company Property.  The Employee confirms that he has returned
      to the Company in good working order all keys, files, records (and copies
      thereof) and Company identification and has left intact all electronic Company
      documents, including, but not limited to, those that he developed or helped
      to
      develop during his employment.  The Employee further confirms that he
      has cancelled all accounts for his benefit, if any, in the Company’s name,
      including, but not limited to, credit cards, telephone charge cards, cellular
      phone and/or pager accounts and computer accounts.

    


    4.    Business
      Expenses and Final Compensation.  The Employee acknowledges that
      he has been reimbursed by the Company for all business expenses submitted to
      date which were incurred in conjunction with the performance of his employment
      and that no other reimbursements are owed to him.  Additionally, the
      Employee has 30 days from the Separation Date to file for reimbursement of
      all
      reasonable business related expenses that are incurred prior to the Separation
      Date and submitted after execution of this Release Agreement, and Company agrees
      to reimburse Employee for such expenses pursuant to the Company’s expense
      policy.  The Employee further acknowledges that he has received
      payment in full for all services rendered to the Company and that no other
      wages, bonuses, relocation expenses, severance pay or other compensation is
      owed
      to him except for the Consideration described herein. 

    


    5.    Amendment.  This
      Release Agreement shall be binding upon the parties and may not be modified
      in
      any manner except by an instrument in writing of concurrent or subsequent date
      signed by a duly authorized representative of the parties
      hereto.  This Release Agreement is binding upon and shall inure to the
      benefit of the parties and their respective agents, assigns, heirs, executors,
      successors and administrators.

    


    6.    Waiver
      of Rights.  No delay or omission by the Company in exercising any
      rights 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        
under
        this Release Agreement shall operate as a waiver of that or any other
        right.  A waiver or consent given by the Company on any one occasion
        shall be effective only in that instance and shall not be construed as a
        bar to
        or waiver of any right on any other occasion.

    

    


    7.    Validity.  Should
      any provision of this Release Agreement be declared or be determined by any
      court of competent jurisdiction to be illegal or invalid, the validity of the
      remaining parts, terms or provisions shall not be affected thereby and said
      illegal or invalid part, term or provision shall be deemed not to be a part
      of
      this Release Agreement.

    


    8.    Applicable
      Law.  This Release Agreement shall be governed by the laws of the
      Commonwealth of Virginia, without regard to conflict of laws
      provisions.  The Employee hereby irrevocably submits to the
      jurisdiction of the courts of the Commonwealth of Virginia, or if appropriate,
      a
      federal court located in the Commonwealth of Virginia (which courts, for
      purposes of this Release Agreement, are the only courts of competent
      jurisdiction), over any suit, action or other proceeding arising out of, under
      or in connection with this Release Agreement or its subject matter.

    


    9.    Acknowledgments.   The
      Employee understands that he must sign and return this Release Agreement to
      Mr.
      Ronald L. Rossetti after close of business on the Separation Date (as defined
      in
      the Agreement) in order to be eligible for the Consideration described
      herein.  The Employee also understands that he may not execute this
      Release Agreement prior to close of business on the Separation Date, unless
      terminated earlier.  The Employee understands that he may revoke this
      Release Agreement for a period of seven (7) days after he signs it, and that
      it
      shall not be effective or enforceable until the expiration of this seven (7)
      day
      revocation period.

    


    10.    Voluntary
      Assent.  The Employee affirms that no other promises or agreements
      of any kind have been made to or with him by any person or entity whatsoever
      to
      cause him to sign this Release Agreement, and that he fully understands the
      meaning and intent of this Release Agreement.  The Employee states and
      represents that he has had an opportunity to fully discuss and review the terms
      of this Release Agreement with an attorney.  The Employee further
      states and represents that he has carefully read this Release Agreement,
      understands the contents herein, freely and voluntarily assents to all of the
      terms and conditions hereof, and signs his name of his own free
      act.

    


    11.    Entire
      Agreement.  This Release Agreement, including the Agreement to
      which it is attached, contains and constitutes the entire understanding and
      agreement between the parties hereto with respect to severance and settlement
      and supersedes and terminates all previous oral and written negotiations,
      agreements, commitments and writings in connection therewith, including, but
      not
      limited to, the Nondisclosure Agreement.  Nothing in this paragraph
      shall, however, modify, cancel or supersede any obligations the Employee has
      under Paragraph 2 of this Release Agreement or under the Plans (as defined
      in
      the Agreement) and any option agreement between the Company and the Employee
      under the Plans.

    


    


    //

    //

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    12.    Counterparts.  This
      Release Agreement may be executed in two (2) signature counterparts, each of
      which shall constitute an original, but all of which taken together shall
      constitute one and the same instrument.

    


    


    IN
      WITNESS WHEREOF, all parties have set their hand and seal to this Release
      Agreement as of the date set forth below.

    TIER
      TECHNOLOGIES, INC.

     

     

    
      	
              By:  
 


            	 
	 	 Ronald
              L. Rossetti
	 	 Chairman
              and Chief Executive Officer
	 	 
	
                                          Dated:

            	 


    

     

     

    


    
      	 TODD
              F. VUCOVICH	 
	 	 
	 	 




     

    
      	 	 	 
	 Dated:	 	 
	 	 	 


    

    
 

    
      
        
        

      

      
        4