EXHIBIT 10.5
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") dated as of
September 30, 1997, by and between TIER TECHNOLOGIES, INC., a California
corporation (the "Company") and XXXXXXX X. XXXXXX ("Xxxxxx").
WHEREAS, the Company and Xxxxxx are parties to a First Amended and Restated
Employment Agreement dated as of December 31, 1996 (the "Employment Agreement");
and
WHEREAS, the parties desire to amend the Employment Agreement in order to
extend the term of the Employment Agreement;
NOW THEREFORE, in consideration of the mutual benefits derived from this
Amendment and of the agreements, covenants and provisions hereof, the parties
hereto agree as follows:
1. Section 3.1 of the Employment Agreement is hereby amended and
restated to read in its entirety as follows:
"3.1. Term. The "Term" of employment under this Agreement
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means the period commencing on December 31, 1996 and expiring on
August 1, 2001 or the earlier termination hereof pursuant to Section
4.1."
2. This Amendment shall not extend or otherwise modify the vesting
period of Stock Options granted under Section 2.3 of the Employment Agreement or
the terms of loan forgiveness under Section 2.7 of the Employment Agreement.
3. As amended hereby, the Employment Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
TIER TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxx
Title: Senior Vice President and Chief Financial Officer
Address: 0000 Xxxxx Xxxx., Xxx. 000
Xxxxxx Xxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxx
XXXXXXX X. XXXXXX
Address: 0000 Xxxxx Xxxx., Xxx. 000
Xxxxxx Xxxxx, XX 00000
