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
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