EXHIBIT 10.45 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Agreement"), dated as of December 22, 1998, is between TIER TECHNOLOGIES, INC. (the "Company") and JAMES L. BILDNER ("Bildner"). WHEREAS, on December 22, 1998, Bildner entered into an...Pledge Agreement • February 12th, 1999 • Tier Technologies Inc • Services-computer integrated systems design • California
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 10th, 2002 • Tier Technologies Inc • Services-computer integrated systems design • Delaware
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 10th, 1999 • Tier Technologies Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.35 REVOLVING CREDIT AGREEMENT Dated as of March 31, 1998Security Agreement • May 7th, 1998 • Tier Technologies Inc • Services-computer integrated systems design • Massachusetts
AGREEMENT ---------Indemnification Agreement • October 10th, 1997 • Tier Technologies Inc • California
1 PURPOSE 6 2 TERM 6 3 PRECEDENCE 7 4 ALLIANCE STEERING GROUP 7 5 ALLIANCE MANAGERS 9 6 BUSINESS DEVELOPMENT METHODOLOGY 10 7 CONSULTATION AND CO- ORDINATION OF THE PARTIES 10 8 CONSULTANCY SERVICES 11 9 THE ASC SERVICES 12 10 SBS STAFF SERVICES 13 11...Agreement • December 10th, 1999 • Tier Technologies Inc • Services-computer integrated systems design • England
EXHIBIT 2.1 AGREEMENT FOR PURCHASE AND SALE OF ASSETSSecurity Agreement • April 18th, 2000 • Tier Technologies Inc • Services-computer integrated systems design • California
MASTER AGREEMENT KAISER FOUNDATION HEALTH PLAN, INC. THIS MASTER AGREEMENT is made this 30th day of July, 1997, by and between Kaiser ----- ---------- Foundation Health Plan, Inc. ("Kaiser"), and Tier Technologies, Inc. ("Contract...Master Agreement • October 10th, 1997 • Tier Technologies Inc • California
EXHIBIT 10.2 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------------- FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of December 31, 1996, by and between TIER TECHNOLOGIES, INC., a...Employment Agreement • October 10th, 1997 • Tier Technologies Inc • California
EXHIBIT 10.53 SECOND AMENDED AND RESTATED PLEDGE AGREEMENT This SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 30, 1999, is between TIER TECHNOLOGIES, INC. (the "Company") and JAMES L. BILDNER ("Bildner"). WHEREAS, on February 28,...Pledge Agreement • August 16th, 1999 • Tier Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 10.21 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 1, 1997, by and between TIER TECHNOLOGIES, INC., a California corporation (the "Company") and GEORGE K. ROSS ("Ross").Employment Agreement • October 10th, 1997 • Tier Technologies Inc • California
Exhibit 10.23 OFFICE LEASE ------------ Urban West Business Park ------------------------ COLONY MB PARTNERS, L.P. as Landlord,Office Lease • October 10th, 1997 • Tier Technologies Inc
TIER TECHNOLOGIES, INC. VOTING TRUST AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of November 3, 1997, between James L. Bildner and William G. Barton, as trustees (with any successors, the "Trustees" or individually, a "Trustee"), and the...Agreement • November 17th, 1997 • Tier Technologies Inc • Services-computer integrated systems design • California
Exhibit 10.70 THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Third Amendment dated as of March 31, 2000 to Amended and Restated Revolving Credit Agreement (the "Third Amendment"), by and among TIER TECHNOLOGIES, INC., a California...Revolving Credit Agreement • May 15th, 2000 • Tier Technologies Inc • Services-computer integrated systems design • Massachusetts
BD DRAFT 05/18/00 ---------- ================================================== ============================== FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ====================================================...Tier Technologies Inc • August 11th, 2000 • Services-computer integrated systems design • Massachusetts
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------------- EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 16, 1998, by and between TIER TECHNOLOGIES, INC., a California corporation (the "Company") and...Employment Agreement • May 7th, 1998 • Tier Technologies Inc • Services-computer integrated systems design • California
RIGHTS AGREEMENT between TIER TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated January 10, 2006Rights Agreement • January 11th, 2006 • Tier Technologies Inc • Services-computer integrated systems design • Delaware
RIGHTS AGREEMENT, dated January 10, 2006 (the “Agreement”), between Tier Technologies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”).
RECITAL -------Credit Agreement • November 17th, 1997 • Tier Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 10.5 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT -------------------- 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...Employment Agreement • October 10th, 1997 • Tier Technologies Inc
BY AND AMONGAsset Purchase Agreement • October 10th, 1997 • Tier Technologies Inc • England
Exhibit 10.7 ================================================================== ============== TIER TECHNOLOGIES, INC. INVESTORS' RIGHTS AGREEMENT TABLE OF CONTENTSInvestors' Rights Agreement • November 17th, 1997 • Tier Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 10.3 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ------------------------------------------------ SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 16, 1998 by and between TIER TECHNOLOGIES, INC., a...Employment Agreement • May 7th, 1998 • Tier Technologies Inc • Services-computer integrated systems design • California
AMENDMENT TO AGREEMENTTo Agreement • April 18th, 2000 • Tier Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 10.4 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------------- FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of December 31, 1996, by and between TIER TECHNOLOGIES, INC., a...Employment Agreement • October 10th, 1997 • Tier Technologies Inc • California
ARTICLE 1 SCOPE OF WORK -------------Tier Technologies Inc • December 10th, 1999 • Services-computer integrated systems design
by and amongEscrow Agreement • April 18th, 2000 • Tier Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 10.42 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT is made as of September 1, 1998, by and among Tier Technologies, Inc., a California corporation (the "Company"), Tier Technologies (United Kingdom) Inc., a Delaware...Revolving Credit Agreement • December 21st, 1998 • Tier Technologies Inc • Services-computer integrated systems design
CONTRACT BETWEEN THE STATE OF TENNESSEE DEPARTEMENT OF HUMAN SERVICES AND TIER TECHNOLOGIES INCORPORATEDContract • August 16th, 1999 • Tier Technologies Inc • Services-computer integrated systems design • Tennessee
AGREEMENTEmployment Agreement • June 11th, 2002 • Tier Technologies Inc • Services-computer integrated systems design
40R81998 This Agreement, including all Schedules referred to herein, is made and entered into by and between Unisys Corporation, USCD (hereinafter "Unisys") which has a place of business at Township Line and Union Meeting Roads, Blue Bell,...Technical Services Agreement • October 10th, 1997 • Tier Technologies Inc • Pennsylvania
EXHIBIT 1.1 TIER TECHNOLOGIES, INC. 3,000,000 SHARES/1/ CLASS B COMMON STOCK (NO PAR VALUE PER SHARE) ______________ UNDERWRITING AGREEMENTTier Technologies Inc • June 5th, 1998 • Services-computer integrated systems design • Massachusetts
AMENDMENT #2 TO AGREEMENT FOR PURCHASE AND SALE OF ASSETSTier Technologies Inc • April 18th, 2000 • Services-computer integrated systems design • California
September 2, 2004 Exhibit 10.1 Bruce R. Spector Pinnacle Care International 111 South Calvert St. Suite 2850 Baltimore, MD 21202 Re: Indemnification Agreement Dear Bruce: We are aware that you previously signed a Non-Competition Agreement dated...Tier Technologies Inc • December 15th, 2004 • Services-computer integrated systems design • California
We are aware that you previously signed a Non-Competition Agreement dated January 28, 2003 for the benefit of e.Magination Networks, LLC ("e.Magination") and Roche Capital, LLC ("Roche," and, together with e.Magination, the "Counter-parties") (the "Non- Compete Agreement"). The Non-Compete Agreement purports to limit your right to control a business that engages in the ownership and/or operation of a network integration sales and consulting business, and a graphic design and computer software programming business, along with the performance of related advertising services, within Maryland, Virginia or the District of Columbia. We do not believe that your becoming one of Tier Technologies, Inc.'s (the "Company") directors and fulfilling your obligations as such in the ordinary course will cause you to breach the Non-Compete Agreement. However, given the existence of the Non-Compete, there is a risk that either or both of the Counter-parties may sue you or take other actions in an attemp
RECITALS --------Buy-Sell Agreement • November 17th, 1997 • Tier Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 2.1 AGREEMENT FOR PURCHASE AND SALE OF ASSETSEscrow Agreement • April 18th, 2000 • Tier Technologies Inc • Services-computer integrated systems design • California
