exhibit10-1.htm


    Exhibit 10.1


      


       

      EMPLOYMENT
AGREEMENT

       

      This
Employment Agreement (the “Agreement”)
is made and entered into as of the 6th day of May 2009, by and
between Tier Technologies, Inc., a Delaware corporation (together
with its successors and assigns, the “Company”),
and Keith Omsberg (the “Executive”).

       

      W
I T N E S S E T H

       

      WHEREAS,
the Company desires to continue to employ the Executive as Vice President,
General Counsel & Secretary and to enter into an employment agreement
embodying the terms of such employment; and

       

      WHEREAS,
the Executive desires to enter into this Agreement and to accept such
continued employment, subject to
the terms and provisions of this Agreement;

       

      WHEREAS,
the parties also wish to enter into this Agreement to terminate and supersede
all prior agreements including but not limited to the Nondisclosure and
Proprietary/Confidential Information Non-Competition Agreement the Executive
executed on May 30, 2002, and the Employment Agreement of January 9,
2008;

       

      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.  

              	
                Definitions.

              


      

       

      (a) “Base
Salary” shall mean the Executive’s base salary as determined in
accordance with Section 4 below, including any applicable
increases.

       

      (b) “Board”
shall mean the Board of Directors of the Company.

       

      (c) “Cause”
shall mean a finding by the Company of:

       

      
        	
                (i) 

              	
                a
      conviction of the Executive of, or a plea of guilty or nolo contendere by the
      Executive to, any felony;

              


      

       

      
        	
                (ii)

              	
                an
      intentional violation by the Executive of federal or state securities
      laws;

              


      

       

      
        	
                (iii)

              	
                willful
      misconduct or gross negligence by the Executive that has or is reasonably
      likely to have a material adverse effect on the
  Company;

              


      

       

      
        	
                (iv)

              	
                a
      failure of the Executive to perform his or her reasonably assigned duties
      for the Company that has or is reasonably likely to have a material
      adverse effect on the Company;

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                (v)

              	
                a
      material violation by the Executive of any material provision of the
      Company’s Business Code of Conduct (or successor policies on similar
      topics) or any other applicable policies in
  place;

              


      

       

      
        	
                (vi)

              	
                a
      violation by the Executive of any provision of  the Proprietary
      and Confidential Information, Developments, Noncompetition and
      Nonsolicitation Agreement (“NDA”) attached hereto as Exhibit A;
      or

              


      

       

      
        	
                (vii)

              	
                fraud,
      embezzlement, theft or dishonesty by the Executive against the
      Company,

              


      

       

      provided that no finding of
Cause shall be made pursuant to subsections (ii), (iii), (iv), (v), (vi) or
(vii) hereof unless the Company has provided the Executive with written notice
in accordance with Section 21 below stating with specificity the facts and
circumstances underlying the allegations of Cause and the Executive has failed
to cure such violation, if curable, within thirty (30) calendar days of receipt
thereof.  The Board shall determine whether a violation is curable
and/or cured in its reasonable discretion.

       

      (d) “Change in
Control” shall occur upon:

       

      
        	
                (i)  

              	
                any
      person, entity or affiliated group becoming the beneficial owner or owners
      of more than fifty percent (50%) of the outstanding equity securities of
      the Company, or otherwise becoming entitled to vote shares representing
      more than fifty percent (50%) of the undiluted total voting power of the
      Company’s then-outstanding securities eligible to vote to elect members of
      the Board (the “Voting
      Securities”);

              


      

       

      
        	
                (ii)  

              	
                a
      consolidation or merger (in one transaction or a series of related
      transactions) of the Company pursuant to which the holders of the
      Company’s equity securities immediately prior to such transaction or
      series of related transactions would not be the holders immediately after
      such transaction or series of related transactions of more than fifty
      percent (50%) of the Voting Securities of the entity surviving such
      transaction or series of related
transactions;

              


      

       

      
        	
                (iii)  

              	
                the
      sale, lease, exchange or other transfer (in one transaction or a series of
      related transactions) of all or substantially all of the assets of the
      Company;

              


      

       

      
        	
                (iv)  

              	
                the
      dissolution or liquidation of the Company;
or

              


      

       

      
        	
                (v)  

              	
                the
      date on which (i) the Company consummates a “going private” transaction
      pursuant to Section 13, Rule 13e-3 of the Securities Exchange Act of 1934,
      as amended (the “Exchange
      Act”), or (ii) no longer has a class of equity security registered
      under the Exchange Act.

              


      

       

      (e)  “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (f) “Compensation
Committee” shall mean the Compensation Committee of the Board or another
committee of the Board that performs the functions typically associated with a
compensation committee.

       

      (g) “Date of
Termination” shall mean (i) if the Executive’s employment is
terminated by reason of his or her death, the date of his or her death, or
(ii) if the Executive’s employment is terminated pursuant to any other
section, the prospective date specified in the written notice provided in
accordance with Section 21 below.

       

      (h) “Disability”
shall mean, for purposes of this Agreement, the Executive’s inability to
substantially perform his or her duties and responsibilities under this
Agreement for a period of six (6) consecutive months due to a physical or
mental disability, as the term “physical or
mental disability” is defined in the Company’s long-term disability
insurance plan then in effect (or would be so found if the Executive applied for
coverage or benefits under such plan).

       

      (i) “Effective
Date” shall mean May 6, 2009.

       

      (j) “Good
Reason” shall mean, without the Executive’s prior written consent, the
occurrence of any of the following events or actions, provided that no finding of
Good Reason shall be made pursuant to subsections (ii), (iii) or (iv) hereof
unless the Executive has provided the Company with written notice in accordance
with Section 21 below within ninety (90) days after the occurrence of such event
or action stating with specificity the facts and circumstances underlying the
allegations of Good Reason and the Company has failed to cure such violation
within thirty (30) calendar days of receipt thereof:

       

      
        	
                (i)  

              	
                any
      reduction in the Executive’s Base
Salary;

              


      

       

      
        	
                (ii)  

              	
                any
      material diminution of the Executive’s duties, responsibilities, powers or
      authorities;

              


      

       

      
        	
                (iii)  

              	
                any
      relocation of his or her principal place of employment by more than fifty
      (50) miles or requirement that the Executive relocate his or her principal
      place of residence by more than fifty (50) miles;
  or

              


      

       

      
        	
                (iv)  

              	
                a
      material breach by the Company of any material provision of this
      Agreement.

              


      

       

      (k)  “Term of
Employment” shall mean the period specified in Section 2 below, as such
period may be extended.

       

      
        	
                2.  

              	
                Term of
      Employment.

              


      

       

      The
Company hereby continues to employ the Executive, and the Executive hereby
accepts such continued employment, for the period commencing on the Effective
Date and ending on May 6, 2011 subject to earlier termina­tion of the Term
of Employment in accordance with the terms of this Agreement.  The
expiration of the Term of Employment will not constitute either a termination
without Cause or a resignation for Good Reason and no severance will
be

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      payable upon or after such expiration, except as
provided in a generally applicable Company plan.

       

      
        	
                3.  

              	
                Position, Duties and
      Responsibilities.

              


      

       

      As
of the Effective Date, the Executive shall be employed as Vice President,
General Counsel & Secretary of the Company or in such other reasonably
comparable position
as the Chief Executive Officer of the Company (the “Chief Executive
Officer”) or the Board may determine from time to time.  In
this capacity, the Executive shall be assigned such duties and responsibilities
inherent in such position and such other duties and responsibilities as the Chief Executive Officer
or the Board shall
from time to time reasonably assign to him or her.  The Executive
shall serve the Company faithfully, conscientiously, and to the best of the
Executive’s ability and shall promote the interests and reputation of the
Company.  The Executive shall devote all of the Executive’s time,
attention, knowledge, energy and skills during normal working hours, and at such
other times as the Executive’s duties may reasonably require, to the duties of
the Executive’s employment; provided, however, that the
Executive may (a) serve on civic or charitable boards or committees; or (b) with
the approval of the Chief Executive Officer or the Board, serve on corporate
boards or committees.  The Executive shall report to the Chief
Executive Officer in carrying out his or her duties and responsibilities under
this Agreement.  The Executive agrees to abide by the rules,
regulations, instructions, personnel practices and policies of the Company and
any changes therein that may be adopted from time to time.

       

      
        	
                4.  

              	
                Base
      Salary.

              


      

       

      As
of May 6, 2009, the Executive shall be paid an annualized Base Salary of One
Hundred Ninety Thousand dollars ($190,000) payable in accordance
with the regular payroll practices of the Company.  The Base Salary
shall be subject to increase but not decrease thereafter.  Any
increase to the Base Salary is to be determined by the Compensation Committee,
in consultation with the Chief Executive Officer.

       

      
        	
                5.  

              	
                Incentive Compensation
      Arrangements.

              


      

       

      During
the Term of Employment, the Executive shall be entitled to participate in any
Company incentive compensation plans, programs and/or arrangements applicable to
senior-level executives as established and modified from time to time by the
Compensation Committee in consultation with the Chief Executive
Officer.

       

      
        	
                6.  

              	
                Equity Compensation
      Programs.

              


      

       

      During
the Term of Employment, the Executive shall be entitled to participate in any
equity-based plans, programs or arrangements applicable to senior-level
executives as established and modified from time to time by the Chief Executive
Officer or the Board in their sole discretion, to the extent that the Executive
is eligible under (and subject to the provisions of) the plan documents
governing those programs.

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                7.  

              	
                Employee Benefit
      Programs.

              


      

       

      During
the Term of Employment, the Executive shall be entitled to participate in all
employee welfare and pension benefit plans, programs and/or arrangements
applicable to senior-level executives, to the extent that the Executive is
eligible under (and subject to the provisions of) the plan documents governing
those programs.

       

      
        	
                8.  

              	
                Reimbursement of
      Business Expenses.

              


      

       

      The
Company shall reimburse the Executive for all reasonable travel, entertainment
and other expenses incurred or paid by the Executive in connection with, or
related to, the performance of his or her duties, responsibilities or services
under this Agreement, upon presentation by the Executive of documentation,
expense statements, vouchers and/or such other supporting information as the
Company may request; provided, however, that the
amount available for such travel, entertainment and other expenses may be fixed
in advance by the Chief Executive Officer or the Board.

       

      
        	
                9.  

              	
                Perquisites.

              


      

       

      
        	
                During
      the Term of Employment, the Executive shall be entitled to participate in
      the Company’s executive fringe benefit programs (if any) applicable to the
      Company’s senior-level executives in accordance with the terms and
      conditions of such programs as in effect from time to time, to the extent
      that the Executive is eligible under (and subject to the provisions of)
      the plan documents governing those
programs.

              


      

       

      
        	
                10.  

              	
                Paid Time
      Off.

              


      

       

      The
Executive shall be entitled to twenty four (24) days of paid time off per
calendar year, prorated during the calendar year in which the Executive is
initially hired and the calendar year in which the Executive’s employment
terminates, to be taken at such times as may be approved by the Chief Executive
Officer.

       

      
        	
                11.  

              	
                Termination of
      Employment.

              


      

       

      (a) Termination of Employment by
the Company for Disability or Termination of Employment by
Death.  Upon a termination of the Executive’s employment by the
Company for Disability or a termination of the Executive’s employment by reason
of the Executive’s death, the Executive or his or her estate and/or
beneficiaries, as the case may be, shall be entitled to the following amounts,
payable on the business day coinciding with or next following the thirtieth
(30th) calendar day following such termination, subject to the provisions of
Section 23 below and excluding the payments under clause (iv) below (which will
be paid as premiums are due):

       

      
        	
                (i)  

              	
                Base
      Salary earned but not paid prior to the Date of Termination and any
      accrued prior year bonus not paid prior to such
  date;

              


      

       

      
        	
                (ii)  

              	
                any
      amounts earned, accrued or owing to the Executive but not yet paid under
      Sections 7, 8, 9 or 10 above prior to the Date of
    Termination;

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (iii)  one (1) times the Base Salary in effect on
the Date of
Termination;        

      
         

      

      
        	
                (iv)  

              	
                payment
      by the Company of the premiums for the Executive and any covered
      beneficiary of the Executive’s coverage under COBRA health continuation
      benefits over the twelve (12) month period immediately following the date
      of death or Disability, assuming such individual elects and remains
      eligible for such coverage; and

              


      

       

      
        	
                (v)  

              	
                such
      other or additional benefits, if any, as may be provided under applicable
      plans, programs and/or arrangements of the
  Company.

              


      

       

      The
Company must provide written notice to the Executive in accordance with Section
21 below upon a termination of the Executive’s employment for
Disability.

       

      (b) Termination of Employment by
the Company for Cause or by the Executive.  Upon a termination
of the Executive’s employment by the Company for Cause or a termination of the
Executive’s employment by the Executive (except as provided in Section 11(e)),
the Executive shall be entitled to the following:

       

      
        	
                (i)  

              	
                Base
      Salary earned but not paid prior to the Date of Termination and any
      accrued prior year bonus not paid prior to such
  date;

              


      

       

      
        	
                (ii)  

              	
                any
      amounts earned, accrued or owing to the Executive but not yet paid under
      Sections 7, 8, 9 or 10 above prior to the Date of Termination;
      and

              


      

       

      
        	
                (iii)  

              	
                such
      other or additional benefits, if any, as may be provided under applicable
      plans, programs and/or arrangements of the
  Company.

              


      

       

      The
Executive must provide written notice to the Company in accordance with Section
21 below at least fourteen (14) calendar days prior to the actual Date of
Termination upon a termination of the Executive’s employment by the
Executive.  A termination by the Company for Cause must be made as set
forth herein.

       

      (c) Termination of Employment by
the Company Without Cause or by the Executive With Good
Reason.  Upon a termination of the Executive’s employment by
the Company without Cause or by the Executive with Good Reason, other than under
the circumstances described in Section 11(d), the Executive shall be entitled to
the following amounts, payable on the business day coinciding with or next
following the thirtieth (30th) calendar day following such termination, subject
to the provisions of Section 23 below and excluding the payments under clause
(v) below (which will be paid as premiums are due):

       

      
        	
                (i)  

              	
                Base
      Salary earned but not paid prior to the Date of Termination and any
      accrued prior year bonus not paid prior to such
  date;

              


      

       

      
        	
                (ii)  

              	
                any
      amounts earned, accrued or owing to the Executive but not yet paid under
      Sections 7, 8, 9 or 10 above prior to the Date of
    Termination;

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                (iii)  

              	
                such
      other or additional benefits, if any, as may be provided under applicable
      plans, programs and/or arrangements of the
  Company;

              


      

       

      
        	
                (iv)  

              	
                one
      (1) times the Base Salary in effect on the Date of Termination;
      and

              


      

       

      
        	
                (v)  

              	
                payment
      by the Company of the premiums for the Executive’s and any covered
      beneficiary’s coverage under COBRA health continuation benefits over
      the twelve (12) month period
      immediately following the Date of Termination, assuming such individuals
      elect and remain eligible for such
coverage.

              


      

       

      provided that the Executive
must execute and not revoke a severance agreement and release of claims drafted
by and reasonably satisfactory to the Company (the “Severance
Agreement”) to be eligible for the payments in Sections 11(c)(iv) and (v)
herein, which will contain a full release of the Company (other than for
exceptions specified therein).  The Company must provide written
notice to the Executive in accordance with Section 21 below upon a termination
of the Executive’s employment without Cause.

       

      (d) Termination of Employment by
the Company after a Change in Control.  Upon a termination of
the Executive’s employment by the Company without Cause within one (1) year
after a Change in Control, the Executive shall be entitled to the following
amounts, payable on the business day coinciding with or next following the
thirtieth (30th) calendar day following such termination, subject to the
provisions of Section 23 below, and excluding the payments under clause (vii)
below (which will be paid as premiums are due):

       

      
        	
                (i)  

              	
                Base
      Salary earned but not paid prior to the Date of Termination and any
      accrued prior year bonus not paid prior to such
  date;

              


      

       

      
        	
                (ii)  

              	
                any
      amounts earned, accrued or owing to the Executive but not yet paid under
      Sections 7, 8, 9 or 10 above prior to the Date of
    Termination;

              


      

       

      
        	
                (iii)  

              	
                such
      other or additional benefits, if any, as may be provided under applicable
      plans, programs and/or arrangements of the
  Company;

              


      

       

      
        	
                (iv)  

              	
                two
      (2) times the sum of (A) the Base Salary in effect on the Date of
      Termination and (B) a bonus equal to the average annual bonus paid to the
      Executive (or, for the most recent year, accrued for the Executive) for
      the previous three years (or such shorter period during which the
      Executive was employed) over a three-year look back period, which average
      shall include the retention payment in the amount of $85,000 pursuant to
      the February 5, 2007 retention
agreement;

              


      

       

      
        	
                (v)  

              	
                vesting
      of options granted on September 13, 2006; October 1, 2007, and December 4,
      2008 in accordance with the Change of Control provisions as described
      under Section 2 of the Executive’s Incentive Stock Option
      Agreement;

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                (vi)  

              	
                for
      all other options granted to the Executive, other than those under (v)
      above, immediate vesting of options that would have vested within eighteen
      (18) months following the effective date of termination of Executive’s
      employment;

              


      

       

      
        	
                (vii)  

              	
                vesting
      of all granted Performance Stock Units (PSUs) in accordance with Plan
      document approved as of December 4, 2008,
and

              


      

       

      
        	
                (viii)  

              	
                payment
      by the Company of the premiums for the Executive’s and any covered
      beneficiary’s health insurance over the eighteen (18) month period
      immediately following the Date of
Termination;

              


      

       

      provided that the Executive
must execute and not revoke the Severance Agreement (with the conditions
contained in the proviso to Section 11(c)) to be eligible for the payments in
Sections 11(d)(iv) through (vii) herein.  The Company must provide
written notice to the Executive in accordance with Section 20 below upon a
termination of the Executive’s employment without Cause.

       

      (e) Resignation for Good Reason
by the Executive due to a Change in Control.  The Executive may
terminate his or her employment for Good Reason in a manner consistent with the
definition of Good Reason within one (1) year after a Change in Control, in
which event the Executive shall be entitled to the payments in and subject to
the conditions of Section 11(d) and the provisions of Section 23.  The
Executive must provide written notice to the Company of a proposed resignation
for Good Reason in accordance with Section 21 below and must actually resign
under this provision no later than the six month anniversary of the date he or
she specifies as that of the adverse event or action.

       

      
        	
                12.  

              	
                Proprietary and
      Confidential Information
Agreement.

              


      

       

      The
Executive shall execute, simultaneously with the execution of this Agreement or
otherwise upon the Company’s request, the NDA.

       

      
        	
                13.  

              	
                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 him or
her.

       

      
        	
                14.  

              	
                Representation.

              


      

       

      The
Company represents and warrants that it is fully authorized and empowered to
enter into this Agreement.  The Executive states and represents that
he or she has had an opportunity to fully discuss and review the terms of this
Agreement with an attorney.  The Executive further states and
represents that he or she has carefully read this Agreement, understands the
contents herein, freely and voluntarily assents to all of the terms and
conditions hereof, and signs his or her name of his or her own free
act.

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      In
addition, the Company agrees that, if a dispute arises that concerns this
Agreement, the Proprietary and Confidential Information Agreement, or the
Severance Agreement and the Executive is the prevailing party in the dispute, he
or she shall be entitled to recover all of his or her reasonable attorney’s fees
and expenses incurred in connection with the dispute. For this purpose, the
Executive will be the “prevailing
party” if he or she is successful on any significant substantive issue in
the action and achieves either a judgment in his or her favor or some other
affirmative recovery.

       

      
        	
                15.  

              	
                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 Retention Agreement dated February 5,
2007 and Employment Agreement of January 9, 2008.

       

      
        	
                16.  

              	
                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.

       

      
        	
                17.  

              	
                Withholding.

              


      

       

      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.

       

      
        	
                18.  

              	
                Severability.

              


      

       

      In
the event that any provision of this Agreement shall be determined by a court of
competent jurisdiction to be invalid or unenforceable for any reason, in whole
or in part, the remaining parts, terms or provisions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.

       

      
        	
                19.  

              	
                Survivorship.

              


      

       

      The
respective rights and obligations of the parties hereunder shall survive any
termination of the Executive’s employment to the extent necessary to preserve
such rights and obligations.

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                20.  

              	
                Governing Law;
      Jurisdiction; Dispute
Resolution.

              


      

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia (without reference to the conflict of laws provisions
thereof).  In case of any controversy or claim arising out of or
related to this Agreement or relating to the Executive’s employment (including
but not limited to claims relating to employment discrimination), except as
expressly excluded herein, each party to this Agreement agrees to give the other
party notice of non-compliance with this Agreement and ten (10) days to
cure.  Should resolution of any controversy or claim not be reached
following provision of notice and a reasonable opportunity to cure, then the
dispute shall be settled by arbitration, under the American Arbitration
Association’s National Rules for the Resolution of Employment Disputes (the
“National
Rules”).  A single arbitrator shall be selected in accordance
with the National Rules, and the costs of such arbitration shall be shared
equally between the parties, except to the extent expressly set forth in Section
14 above.  Any claim or controversy not submitted to arbitration in
accordance with this Section 20 (other than as provided under the NDA) shall be
waived, and thereafter no arbitrator, arbitration panel, tribunal, or court
shall have the power to rule or make any award on any such claim or
controversy.  In determining a claim or controversy under this
Agreement and in making an award, the arbitrator must consider the terms and
provisions of this Agreement, as well as all applicable federal, state, or local
laws.  The award rendered in any arbitration proceeding held under
this Section 20 shall be final and binding and judgment upon the award may be
entered in any court having jurisdiction thereof.  Claims for workers’
compensation or unemployment compensation benefits are not covered by this
Section 20.  Without limiting the provisions of this Section 20, the
Company and the Executive agree that the decision as to whether a party is the
prevailing party in an arbitration, or a legal proceeding that is commenced in
connection therewith will be made in the sole discretion of the arbitrator or,
if applicable, the court and the arbitrator or court may award reasonable
attorneys’ fees, costs and expenses, except to the extent expressly to the
contrary in Section 14 above.  The Company and the Executive each
hereby irrevocably waive any right to a trial by jury in any action, suit or
other legal proceeding arising under or relating to any provision of this
Agreement.

       

      
        	
                21.  

              	
                Notices.

              


      

       

      All
notices shall be in writing, shall be sent to the following addresses listed
below using a reputable overnight express delivery service and shall be deemed
to be received one (1) calendar day after mailing.

       

      If
to the Company:       10780 Parkridge
Blvd

                                          
4th
Floor

                                          
Reston,
Virginia 20191

       Attention:  Vice
President, Human Resources

       

      with
a copy to:  The Chief Executive Officer

       

      If
to the Executive:      At his or her current or
last known residential address

      
        
          
          

        

        
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      Any
notice of termination must include a Date of Termination in accordance with the
relevant provisions of this Agreement.

       

      
        	
                22.  

              	
                Headings.

              


      

       

      The
headings of the sections contained in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement.

       

      
        	
                23.  

              	
                Compliance with Code
      Section 409A.

              


      

       

      To
the extent any payment, compensation or other benefit provided to the Executive
in connection with his or her employment termination is determined to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the
Code and the Executive is a specified employee as defined in Section
409A(a)(2)(B)(i) as determined by Tier in accordance with its procedures, by
which determination the Executive agrees that he or she is bound, such payment,
compensation or other benefit shall not be paid before the day that is six (6)
months plus one (1) day after the Executive’s separation from service as
determined under Section 409A (the “New Payment
Date’’).  The aggregate of any payments that otherwise would
have been paid to the Executive during the period between the separation from
service and the New Payment Date shall be paid to the Executive in a lump sum on
such New Payment Date.  Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be
paid without delay over the time period originally scheduled, in accordance with
the terms of this Agreement.   In any event, the Company makes no
representations or warranty and shall have no liability to the Executive or any
other person, other than with respect to payments made by Tier in violation of
the provisions of this Agreement, if any provisions of or payments under this
Agreement are determined to constitute deferred compensation subject to Code
Section 409A but not to satisfy the conditions of that section.

       

      
        	
                24.  

              	
                Counterparts.

              


      

       

      This
Agreement may be executed in two or more counterparts, and such counterparts
shall constitute one and the same instrument.  Signatures delivered by
facsimile shall be deemed effective for all purposes to the extent permitted
under applicable law.

       

      


       

      


       

      Signatures
on Page Following

       


      
        
           


        

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

       

      
        	 
      	
                TIER
      TECHNOLOGIES, INC.

                 

                 

                 

                By:
      /s/ Ronald L.
      Rossetti

                Name: Ronald L.
      Rossetti

                Title: Chief Executive
      Officer

                 

              
	 
      	
                 

                THE
      EXECUTIVE

                 

                /s/ Keith S.
      Omsberg

                 

                Keith
      Omsberg

              


      

      


      


      


       

      


      


       

      



      
        
           


        

        
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