UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 3
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 COMMISSION FILE NUMBER 000-23195
 TIER TECHNOLOGIES, INC.
  DELAWARE
(State or other jurisdiction of Incorporation or organization)
    
    94-3145844
(I.R.S. Employer Identification No.)
 11130 SUNRISE VALLEY DRIVE, SUITE 300, RESTON, VA 20191
 (571) 382-1000
  Title of each class
    
    Name of each exchange on which registeredCOMMON STOCK, $0.01 PAR VALUE
    
    The NASDAQ STOCK MARKET, LLC
 NONE
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  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
 PART IVITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURES




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EXPLANATORY NOTE




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PART IV
 
 ITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    Exhibitnumber
    
    Exhibit description2.1
    
    Purchase and Sale Agreement between Tier Technologies, Inc. and Informatix, Inc., dated June 30, 2008 (1)2.2
    
    Asset Purchase Agreement between Tier Technologies, Inc., Cowboy Acquisition Company and ChoicePay, Inc.,
dated as of January 13, 2009 (2)3.1
    
    Restated Certificate of Incorporation (3)3.2
    
    Amended and Restated Bylaws of Tier Technologies, Inc., as amended (4)4.1
    
    Form of common stock certificate (3)4.2
    
    See Exhibits 3.1 and 3.2, for provisions of the Restated Certificate of Incorporation and Amended and
Restated Bylaws, as amended of the Registrant defining rights of the holders of common stock of the
Registrant10.1
    
    Amended and Restated 1996 Equity Incentive Plan, dated January 28, 1999 (6)*10.2
    
    Form of Incentive Stock Option Agreement under the Registrants Amended and Restated 1996 Equity Incentive
Plan (7)*10.3
    
    Form of Nonstatutory Stock Option Agreement under the Registrants Amended and Restated 1996 Equity Incentive
Plan (7)*10.4
    
    Amended and Restated 2004 Stock Incentive Plan (8)*10.5
    
    Form of Incentive Stock Option Agreement under the Registrants Amended and Restated 2004 Stock Incentive
Plan (8)*10.6
    
    Form of Nonstatutory Stock Option Agreement under the Registrants Amended and Restated 2004 Stock Incentive
Plan (8)*10.7
    
    Form of Restricted Stock Agreement under the Registrants Amended and Restated 2004 Stock Incentive Plan (8)*10.8
    
    Form of California Indemnification Agreement (9)10.9
    
    Form of Delaware Indemnification Agreement for officers (29)10.10
    
    Form of Delaware Indemnification Agreement for directors (29)10.11
    
    Tier Corporation 401(k) Plan, Summary Plan Description (9)*10.12
    
    Supplemental Indemnity Agreement by and between Registrant and Bruce R. Spector, dated September 2, 2004 (11)*10.13
    
    Employment Agreement dated July 1, 2004 between Tier Technologies, Inc. and Ms. Deanne M. Tully (10)*10.14
    
    Executive Severance and Change in Control Benefits Agreement (10)*10.15
    
    Amended and Restated Credit and Security Agreement between the Registrant, Official Payments Corporation,
EPOS Corporation and City National Bank dated March 6, 2006 (12)10.16
    
    Form of Employment Security Agreements between Tier Technologies, Inc., and each of Steven Beckerman, Todd
Vucovich, and Michael Lawler, dated March 28, 2006 (13) *10.17
    
    Employment Agreement between Tier Technologies, Inc., and Ronald L. Rossetti, dated July 26, 2006 (14)*10.18
    
    Non-Statutory Stock Option Agreement between Tier and Ronald L. Rossetti, dated July 26, 2006 (14)*10.19
    
    Description of Option Grants awarded to David E. Fountain, Steven M. Beckerman, Michael Lawler, Deanne Tully,
Stephen Wade, Charles Berger, Samuel Cabot, Morgan Guenther, T. Michael Scott, Bruce Spector, and fifteen
other employees on August 24, 2006 (15)*10.20
    
    Employment Agreement between Tier Technologies, Inc. and David E. Fountain, dated December 11, 2006(16)*




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Exhibitnumber
    
    Exhibit description10.21
    
    First Amendment to Amended and Restated Credit and Security Agreement dated March 20, 2007 between the
Registrant, Official Payments Corporation, EPOS Corporation and City National Bank (17)10.22
    
    Second Amendment to Amended and Restated Credit and Security Agreement dated September 26, 2007 between the
Registrant, Official Payments Corporation, EPOS Corporation and City National Bank (18)10.23
    
    Share Repurchase Agreement between CPAS Systems, Inc., Tier Ventures Corporation and Tier Technologies, Inc.
dated June 29, 2007 (19)10.24
    
    Employment Agreement between Tier Technologies, Inc., and Kevin Connell, dated August 9, 2007 (20)*10.25
    
    Transition Agreement between Tier Technologies, Inc., and Deanne M. Tully dated December 12, 2007 (29)*10.26
    
    Separation Agreement and Release between Tier Technologies, Inc., and Todd F. Vucovich, dated February 12,
2007 (29)*10.27
    
    Amendment to the Separation Agreement and Release between Tier Technologies, Inc., and Todd F. Vucovich,
dated November 15, 2007 (29)*10.28
    
    Employment Agreement between Tier Technologies, Inc. and Ronald L. Rossetti, dated April 30, 2008 (21)*10.29
    
    Employment Agreement between Tier Technologies, Inc. and Keith Kendrick, dated June 30, 2008 (22)*10.30
    
    Employment Agreement between Tier Technologies, Inc. and Ronald W. Johnston, dated July 1, 2008 (22)*10.31
    
    Independent Contractor Agreement between Tier Technologies, Inc. and Steven M. Beckerman, dated August 6,
2008 (23) *10.32
    
    Third Amendment to Amended and Restated Credit and Security Agreement between Tier Technologies, Inc.,
Official Payments Corporation, EPOS Corporation and City National Bank dated September 29, 2008 (24)10.33
    
    Employment Agreement between Tier Technologies, Inc. and Nina K. Vellayan, dated September 22, 2008 (25)*10.34
    
    UBS Offering Letter dated October 8, 2008, together with Acceptance Form of Tier Technologies, Inc., dated
November 11, 2008 (26)10.35
    
    UBS Offering Letter dated October 8, 2008, together with Acceptance Form of Official Payments Corporation,
dated November 11, 2008 (26)10.36
    
    Enterprise Value Award Plan Amendment to Reflect Supplemental Award dated December 4, 2008 between Tier
Technologies, Inc. and Ronald L. Rossetti (27)*10.37
    
    Tier Technologies, Inc. Executive Performance Stock Unit Plan (30)*10.38
    
    Employment Agreement between Tier Technologies, Inc. and Keith Omsberg, effective as of May 6, 2009 (28)*10.39
    
    Renewal Letter: Short Clear Extension of Termination Date between Tier Technologies, Inc., Official Payments
Corporation, EPOS Corporation and City National Bank (31)10.40
    
    Solicitation/Contract/Order for Commercial Items dated April 3, 2009 between the Internal Revenue
Service and Official Payments Corporation10.41
    
    Amendment of Solicitation/Modification of Contract No. 0001 dated October 30, 2009 between the Internal
Revenue Service and Official Payments Corporation10.42
    
    Amendment of Solicitation/Modification of Contract No. 0002 dated January 4, 2010 between the Internal
Revenue Service and Official Payments Corporation10.43
    
    Amendment of Solicitation/Modification of Contract No. 0003 dated March 29, 2010 between the Internal
Revenue Service and Official Payments Corporation10.44
    
    Amendment of Solicitation/Modification of Contract No. 0004 dated March 30, 2010 between the Internal
Revenue Service and Official Payments Corporation10.45
    
    Amendment of Solicitation/Modification of Contract No. 0005 dated April 15, 2010 between the Internal
Revenue Service and Official Payments Corporation21.1
    
    Subsidiaries of the Registrant (31)




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Exhibitnumber
    
    Exhibit description23.1
    
    Consent of McGladrey & Pullen, LLP, Independent Registered Public Accounting Firm(31)31.1
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934(31)31.2
    
    Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934(31)31.3
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934(32)31.4
    
    Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934(32)31.5
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934(33)31.6
    
    Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934(33)31.7
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 193431.8
    
    Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 193432.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002(31)32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002(31)
 
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    Management contract or compensatory plan required to be filed as an exhibit to this report
    
    Filed as an exhibit to this report(1)
    
    Filed as an exhibit to Form 8-K, filed July 7, 2008, and incorporated herein by reference(2)
    
    Filed as an exhibit to Form 8-K, filed on January 20, 2009, and incorporated herein by
reference(3)
    
    Filed as an exhibit to Form 8-K, filed on July 19, 2005, and incorporated herein by reference(4)
    
    Filed as an exhibit to Form 8-K, filed on February 24, 2009, and incorporated herein by
reference(5)
    
    Filed as an exhibit to Form 10-Q/A, filed November 3, 2008, and incorporated herein by
reference(6)
    
    Filed as an exhibit to Form 10-Q, filed May 11, 2001, and incorporated herein by reference(7)
    
    Filed as an exhibit to Form 8-K, filed November 12, 2004, and incorporated herein by
reference(8)
    
    Filed as an exhibit to Form 8-K, filed July 5, 2005 and incorporated herein by reference(9)
    
    Filed as an exhibit to Form S-1 (No. 333-37661), filed on October 10, 1997, and incorporated
herein by reference(10)
    
    Filed as an exhibit to Form 10-K, filed October 27, 2006, and incorporated herein by
reference(11)
    
    Filed as an exhibit to Form 10-K, filed December 28, 2004, and incorporated herein by
reference(12)
    
    Filed as an exhibit to Form 8-K, filed March 9, 2006, and incorporated herein by reference




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(13)
    
    Filed as an exhibit to Form 8-K, filed April 3, 2006, and incorporated herein by reference(14)
    
    Filed as an exhibit to Form 8-K, filed August 1, 2006, and incorporated herein by reference(15)
    
    Filed as an exhibit to Form 8-K, filed August 29, 2006, and incorporated herein by reference(16)
    
    Filed as an exhibit to Form 10-K, filed December 13, 2006, and incorporated herein by
reference(17)
    
    Filed as an exhibit to Form 8-K, filed March 28, 2007, and incorporated herein by reference(18)
    
    Filed as an exhibit to Form 8-K, filed September 27, 2007, and incorporated herein by
reference(19)
    
    Filed as an exhibit to Form 8-K, filed July 3, 2007, and incorporated herein by reference(20)
    
    Filed as an exhibit to Form 10-Q, filed August 9, 2007, and incorporated herein by reference(21)
    
    Filed as an exhibit to Form 10-Q, filed May 6, 2008, and incorporated herein by reference(22)
    
    Filed as an exhibit to Form 8-K, filed July 7, 2008, and incorporated herein by reference(23)
    
    Filed as an exhibit to Form 8-K, filed August 7, 2008, and incorporated herein by reference(24)
    
    Filed as an exhibit to Form 8-K, filed October 3, 2008, and incorporated herein by reference(25)
    
    Filed as an exhibit to Form 10-K, filed December 8, 2008, and incorporated herein by
reference(26)
    
    Filed as an exhibit to Form 10-Q, filed February 9, 2009, and incorporated herein by
reference(27)
    
    Filed as an exhibit to Form 10-Q, filed May 11, 2009, and incorporated herein by reference(28)
    
    Filed as an exhibit to Form 8-K, filed May 19, 2009, and incorporated herein by reference(29)
    
    Filed as an exhibit to Form 10-K, filed December 14, 2007, and incorporated herein by
reference(30)
    
    Filed as an exhibit to Form 8-K, filed January 22, 2009, and incorporated herein by reference(31)
    
    Previously filed as an exhibit to Form 10-K filed November 10, 2009(32)
    
    Previously filed as an exhibit to Form 10-K/A filed January 28, 2010(33)
    
    Previously filed as an exhibit to Form 10-K/A filed March 15, 2010




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SIGNATURES
  Tier Technologies, Inc.Dated: June 21, 2010
    By:
    /s/ Ronald L. RossettiRonald L. RossettiChief Executive Officer