SEPARATION AGREEMENT AND RELEASE
Exhibit
10.67
SEPARATION
AGREEMENT AND RELEASE
This
Separation Agreement and Release
(the “Agreement”) is effective as of February 12, 2007 (the “Effective Date”) by
and between Tier Technologies, Inc., (the “Company”) and Xxxx X. Xxxxxxxx (the
“Employee”) (collectively the “parties”).
WHEREAS,
the parties have mutually
agreed to resolve the Employee’s separation from the Company and establish the
terms of the Employee’s severance arrangement; and
WHEREAS,
the parties wish to enter into
this Agreement that will terminate and supersede the Nondisclosure and
Proprietary/Confidential Information Non-Competition Agreement the Employee
executed on December 2, 2004 (the “Nondisclosure Agreement”);
NOW,
THEREFORE, in consideration of the
promises and conditions set forth herein, the sufficiency of which is hereby
acknowledged, the Company and the Employee agree as follows:
1. Separation
Date. The Employee’s effective date of separation from the
Company will be at the sole discretion of the Company, but in any event no
later
than November 30, 2007 (the “Separation Date”).
2. Transition
Period. The period beginning on the Effective Date through and
including the Separation Date shall be the Transition Period. During
the Transition Period, the Employee shall remain employed by the Company and
shall receive the same salary, paid leave (PTO) and other benefits he is
currently receiving; provided, however, that the Employee shall
not be eligible for or have any right to any bonus or pro-rata portion of any
bonus for fiscal years 2006, 2007 or 2008. The Employee shall also
retain his current accrued, unused PTO balance, if any. In exchange
for such salary and benefits, the Employee agrees that he shall use his best
efforts to diligently perform projects and tasks associated with the orderly
management of the PSSI SBU, including any restructuring or other strategic
activities. The Employee will be directed by Xxxxxx X. Xxxxxxxx,
Chief Executive Officer of the Company, and shall perform his duties during
the Company’s regular business hours provided, however, that the
Company shall permit the Employee a reasonable amount of time during the
Transition Period to engage in activities associated with the Employee’s search
for other employment. The Employee shall work out of the Company’s
Reston, VA office. The Employee must comply with all rules, policies
and practices of the Company and any additional directions or instructions
provided to him by Xx. Xxxxxxxx throughout the Transition Period.
3. Stock
Options. Each option to purchase shares of the Company’s Class B
Common Stock under the Company’s Amended and Restated 1996 Equity Incentive Plan
and the Amended and Restated 2004 Stock Incentive Plan (the “Plans”) held by the
Employee (collectively, the “Options”) shall continue to be governed by the
Plans and the terms of its respective option agreement between the Employee
and
the Company.
4. Consideration.
(a) In
return for the execution of this Agreement, the Company agrees to pay the
Employee $25,000 as reimbursement for certain relocation expenses incurred
in
connection with the sale of the Employee’s residence in Northern Virginia, less
all applicable federal and state taxes and
withholdings within seven (7) business days.
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(b) Upon
the Separation Date, provided the Employee has executed the Release Agreement
attached as Exhibit A hereto (the “Release Agreement”); and provided
that the Employee has complied with all conditions set forth in this Agreement;
and provided the Employee has not been terminated by the Company for
cause; and provided the Employee has not voluntarily resigned during the
Transition Period, the Company agrees to provide the Employee with the following
consideration:
(i) The
Company agrees to pay the Employee as severance pay one hundred twenty two
thousand dollars ($122,000) in a lump sum, less all applicable state and federal
taxes and withholdings. This amount represents six (6) months of the
Employee’s current base salary ($110,000) and twelve (12) months reimbursement
for COBRA expenses ($12,000);
(ii) The
Company agrees to pay the Employee a further seventy-five thousand dollars
($75,000) as reimbursement for certain relocation expenses incurred in
connection with the sale of the Employee’s residence in Northern Virginia, less
all applicable federal and state taxes and withholdings; and
(iii) The Company
agrees to reimburse the Employee for up to seven thousand five hundred dollars
($7,500) for executive out-placement services.
The
payments in Paragraph 4(b) shall be paid following the eighth (8th) day after
execution of the Release Agreement, provided that the Employee does not revoke
the Release Agreement and has complied with all of the terms and conditions
of
this Agreement.
5. Execution
of this Agreement and the Release Agreement. Employee agrees that
he is entering into this Agreement knowingly and voluntarily and with full
knowledge of its significance and is hereby advised to consult with an attorney
before he executes this Agreement. The Employee must execute
the Release Agreement after close of business on the Separation Date and provide
an executed copy to Xx. Xxxxxxxx. The Employee acknowledges that
he may not execute the Release Agreement prior to close of business on the
Separation Date, unless terminated earlier. The Employee also
acknowledges that the consideration described herein is adequate and sufficient
consideration for entering into this Agreement and the Release
Agreement.
6. Release. In
exchange for the consideration, which the Employee acknowledges he would not
otherwise be entitled to receive, the Employee hereby fully, forever,
irrevocably and unconditionally releases, remises and discharges the Company,
its officers, directors, stockholders, affiliates, subsidiaries, parent
companies, agents and employees (each in their individual and corporate
capacities) (hereinafter, the “Released Parties”) from any and all claims,
charges, complaints, demands, actions, causes of action, suits, rights, debts,
sums of money, costs, accounts, reckonings, covenants, contracts, agreements,
promises, doings, omissions, damages, executions, obligations, liabilities
and
expenses (including attorneys’ fees and costs), of every kind and nature that
the Employee ever had or now has against any or all of the Released Parties,
including, but not limited to, all claims arising out of his employment with
and/or separation from the Company including, but not limited to, all employment
discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§ 2000e et seq., the Americans With Disabilities Act of 1990, 42
U.S.C. § 12101 etseq., the Family and Medical Leave
Act, 29 U.S.C.
§ 2601 etseq., the Virginia Human Rights Act, Va. Code § 2.2-3900
etseq., Va. Code
2
Xxx.
§ 51.5-40 etseq. (Virginia rights of persons with
disabilities law), Va. Code § 40.1-28.6 (Virginia equal pay law)
and Va. Code §§ 40.1-51.2:1 etseq. and 40.1-51.4:5 (Virginia
whistleblower protection law), all as amended, all claims arising out of
the
Fair Credit Reporting Act, 15 U.S.C. § 1681 etseq. and the
Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001
etseq., all as amended, all common law claims including, but not
limited to, actions in tort, defamation and breach of contract (including,
without limitation, claims arising out of or related to the Nondisclosure
Agreement), all claims to any non-vested ownership interest in the Company,
contractual or otherwise, including, but not limited to, claims to stock
or
stock options, and any claim or damage arising out of the Employee’s employment
with and/or separation from the Company (including a claim for retaliation)
under any common law theory or any federal, state or local statute or ordinance
not expressly referenced above; provided, however, that nothing in
this Agreement prevents the Employee from filing, cooperating with, or
participating in any proceeding before the EEOC or a state Fair Employment
Practices Agency (except that the Employee acknowledges and understands that
he
may not be able to recover any monetary benefits in connection with any such
claim, charge or proceeding.)
Employee
expressly acknowledges and understands that he is knowingly and voluntarily
waiving any and all rights to pursue an action under the Age Discrimination
in
Employment Act and that the consideration given for the release in this
Paragraph 6 is in addition to anything of value to which Employee was already
entitled. Employee hereby provides further acknowledgment, and is
advised, as required by the Older Workers Benefit Protection Act,
that:
(a) The
waiver and release do not apply to any rights or claims that may arise after
the
date Employee signs this Agreement;
(b) Employee
has been and is hereby advised to consult an attorney concerning this Agreement
prior to executing it (although Employee is not required to do so);
(c) Employee
has twenty-one (21) days to consider the terms of this Agreement and by
executing this Agreement prior to the end of the twenty-one (21) day period,
Employee has voluntarily waived said period;
(d) Employee
may revoke this Agreement at any time during the seven (7) days following the
date he executes this Agreement, and that this Agreement shall not become
effective or enforceable until such seven (7) day revocation period has expired
(the “Effective Date”). If Employee revokes this Agreement, Employee
shall not receive any of the benefits of this Agreement contained
herein. Any changes made to this Agreement during the twenty-one (21)
days in which Employee may consider it, whether material or not, will not start
the re-running of the twenty-one (21) day period.
7. Nonsolicitation
and Confidential Information. The Employee acknowledges and
agrees that:
(a) Nonsolicitation.
For the period of two (2) years from the date of termination of the Employee’s
employment for any reason, the Employee shall not, directly or
indirectly:
(i) employ or
solicit for employment any person whom the Employee knows to be an employee
of
the Company or any subsidiary of the Company or induce or
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attempt
to induce any such person to terminate his or her employment with the Company
or
such subsidiary; or
(ii) seek in
competition with the Company to procure orders from or do business with, or
procure directly or indirectly any other person to procure orders from or do
business with, any person or entity who has been a client or prospective client
of the Company as of the termination of the Employee’s employment for any
reason.
(b) Confidential
Information.
(i) The
Employee acknowledges that the Confidential Information (as defined below)
of
the Company is valuable, special and unique to the Company, that the Company
depends on such Confidential Information and that the Company wishes to protect
such Confidential Information by keeping it confidential for the use and benefit
of the Company. Based on the foregoing, the Employee
undertakes:
(A) to keep any
and all Confidential Information in trust for the use and benefit of the
Company;
(B) except as
required by the Employee’s duties hereunder or as may be authorized in writing
by the Company, not at any time during and after the termination of the
Employee’s employment for any reason to disclose or use, directly or indirectly,
any Confidential Information of the Company;
(C) to take all
reasonable steps necessary or reasonably requested by the Company to ensure
that
all Confidential Information of the Company is kept confidential for the use
and
benefit of the Company; and
(D) upon
termination of the Employee’s employment with the Company or at any other time
the Company may request, to promptly deliver to the Company all materials
constituting Confidential Information (including all copies thereof) that are
in
the Employee’s possession or under the Employee’s control.
(ii) For purposes of this
Paragraph 7, “Confidential Information” means any and all information developed
by or for the Company of which the Employee gained knowledge by reason of the
Employee’s employment with the Company that is not generally known in the
industry in which the Company is or may become engaged. Confidential
Information includes, but is not limited to, any and all information, processes,
ideas or know-how that: (A) are not generally known in the industry;
(B) the Company considers confidential; (C) gives the Company a competitive
advantage; (D) affects or relates to the Company, its business or its methods
of
operation; (E) are developed by or for the Company or customers of the Company
concerning plans, marketing and sales methods, materials, processes, business
forms, procedures, devices used by the Company or contractors or customers
with
which the Company has dealt or (F) is confidential information of third-party
customers, contractors or other parties and that is in the Company’s
possession. Examples of Confidential Information include, but are not
limited to, computer program listings, source code and object code, customer
lists, marketing information, financial information, business strategies,
project information, price lists, cost information, business forms, financial
records, product design, contents, formulae, packaging, marketing or anything
related to the unique character or products of
the Company’s business, plans for development of new products, services and
expansion into new areas or markets, internal operations and any trade secrets
and proprietary information of any type owned by the Company together with
all
written, graphic and other materials relating to all or any part of the
same. In the event the Employee is unsure whether certain information
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is
Confidential Information within the scope of this Agreement, the Employee will
treat that information as Confidential Information unless and until he is
informed in writing by the Company to the contrary.
(iii) The Employee agrees
that he shall not, by virtue of his association with the Company, acquire any
rights in any Confidential Information, good will or other asset or property
of
the Company, whether tangible or intangible, and regardless of whether created
by the Employee. If any such rights become vested in the Employee by
operation of law or otherwise, the Employee agrees to assign the same to the
Company without further consideration immediately upon the Company’s
request.
(iv) The Employee
understands and agrees that (A) any and all of his work product created, or
in
the process of being created, during hours the Employee is performing services
for the Company and/or any and all of his work product created, or in the
process of being created, outside hours the Employee is performing services
for
the Company, but which is related to the Company’s Confidential Information, is
and shall remain the property of the Company; (B) all proprietary rights therein
shall be held by the Company; and (C) the Employee shall assist in all
reasonable efforts to protect such rights for the Company, to transfer such
rights to the Company and to verify that such rights are owned by the
Company.
(v) Confidential
Information shall not be deemed to include the following: (A)
information that becomes available to the public other than through breach
of
this Agreement or (B) information that is lawfully received by the Employee
from
a third party without misappropriation or breach of this Agreement.
(c) Interpretation. If
any restriction set forth in this Paragraph 7 is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range
of
activities or geographic area as to which it may be enforceable.
(d) The
provisions of this Paragraph 7 shall survive the termination of this Agreement
and shall apply if the Employee’s employment is terminated on the Separation
Date pursuant to this Agreement or on any other date.
8. Return
of
Company Property. The Employee confirms that on or before the
Separation Date, he shall return to the Company in good working order all keys,
files, records (and copies thereof) and Company identification and shall leave
intact all electronic Company documents, including, but not limited to, those
that he developed or helped to develop during his
employment. Employee shall be allowed to keep his laptop computer,
printer and other office equipment currently in his
possession. Provided, however, that Employee shall
permit the Company to make a complete copy of the hard drive on Employee’s
computer(s) as of the Effective Date and as of the Separation Date.
9. Nondisparagement. The
parties understand and agree that neither will make any false, disparaging
or
derogatory statements to any entity or person regarding the other, including
the
Company’s officers, directors, employees, shareholders and/or
agents. Notwithstanding anything in this paragraph to the contrary,
nothing in this paragraph shall prohibit either party from making any accurate
statement as required by law or regulation.
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10. Nature
of
Agreement. The Employee understands and agrees that this
Agreement is a severance and settlement agreement and does not constitute an
admission of liability or wrongdoing on the part of the Company.
11. Termination
for
Cause or Resignation. Employee expressly acknowledges and agrees
that nothing in this Agreement precludes the Company from terminating Employee
for cause during his employment. In the event Employee is terminated
for cause, or the Employee voluntarily resigns from employment, then the
Company’s obligations and Employee’s rights pursuant to this Agreement shall
cease and be rendered a nullity.
12. Amendment. This
Agreement shall be binding upon the parties and may not be modified in any
manner except by an instrument in writing of concurrent or subsequent date
signed by a duly authorized representative of the parties
hereto. This Agreement is binding upon and shall inure to the benefit
of the parties and their respective agents, assigns, heirs, executors,
successors and administrators.
13. Waiver
of
Rights. No delay or omission by the Company in exercising any
rights under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by the Company on any one occasion
shall be effective only in that instance and shall not be construed as a bar
to
or waiver of any right on any other occasion.
14. Validity. Should
any provision of this Agreement be declared or be determined by any court of
competent jurisdiction to be illegal or invalid, the validity of the remaining
parts, terms or provisions shall not be affected thereby and said illegal or
invalid part, term or provision shall be deemed not to be a part of this
Agreement.
15. Applicable
Law. This Agreement shall be governed by the laws of the
Commonwealth of Virginia, without regard to conflict of laws
provisions. The Employee hereby irrevocably submits to the
jurisdiction of the courts of the Commonwealth of Virginia, or if appropriate,
a
federal court located in the Commonwealth of Virginia (which courts, for
purposes of this Agreement, are the only courts of competent jurisdiction),
over
any suit, action or other proceeding arising out of, under or in connection
with
this Agreement or its subject matter.
16. Acknowledgments. The
Employee acknowledges that he has been given a reasonable amount of time to
consider this Agreement and that he was advised to consult with an attorney
of
his own choosing prior to signing this Agreement.
17. Voluntary
Assent. The Employee affirms that no other promises or agreements
of any kind have been made to or with him by any person or entity whatsoever
to
cause him to sign this Agreement, and that he fully understands the meaning
and
intent of this Agreement. The Employee states and represents that he
has had an opportunity to fully discuss and review the terms of this Agreement
with an attorney. The Employee further states and represents that he
has
carefully read this Agreement, understands the contents herein, freely and
voluntarily assents to all of the terms and conditions hereof, and signs his
name of his own free act.
18. Entire
Agreement. This Agreement, including Exhibit A hereto, contains
and constitutes the entire understanding and agreement between the parties
hereto with respect to severance and settlement and terminates and supersedes
all previous oral and written negotiations, agreements, commitments and writings
in connection therewith, including, but not
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19. Counterparts. This
Agreement may be executed in two (2) signature counterparts, each of which
shall
constitute an original, but all of which taken together shall constitute one
and
the same instrument.
IN
WITNESS WHEREOF, all parties have set their hand and seal to this Agreement
as
of the date set forth below.
TIER
TECHNOLOGIES, INC.
|
By:
|
|
| Xxxxxx X. Xxxxxxxx | |
| Chairman and Chief Executive Officer | |
|
Dated:
|
| XXXX X. XXXXXXXX | |
| Dated: | ||
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Exhibit
A
RELEASE
AGREEMENT
This
Release Agreement (the “Release
Agreement”) is made by and between Tier Technologies, Inc. (the “Company”) and
Xxxx X. Xxxxxxxx (the “Employee”).
1. Release. In
exchange for the Consideration (as defined in the Separation Agreement and
Release between the parties (the “Agreement”)) set forth in the Agreement, the
Employee hereby fully, forever, irrevocably and unconditionally releases,
remises and discharges the Company, its officers, directors, stockholders,
affiliates, subsidiaries, parent companies, agents and employees (each in their
individual and corporate capacities) (hereinafter, the “Released Parties”) from
any and all claims, charges, complaints, demands, actions, causes of action,
suits, rights, debts, sums of money, costs, accounts, reckonings, covenants,
contracts, agreements, promises, doings, omissions, damages, executions,
obligations, liabilities and expenses (including attorneys’ fees and costs), of
every kind and nature that the Employee ever had or now has against any or
all
of the Released Parties, including, but not limited to, all claims arising
out
of his employment with and/or separation from the Company including, but not
limited to, all employment discrimination claims under Title VII of the Civil
Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age
Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101
etseq., the Family and Medical Leave Act, 29 U.S.C. § 2601
etseq., the Virginia Human Rights Act, Va. Code § 2.2-3900
etseq., Va. Code Xxx. § 51.5-40 etseq.
(Virginia rights of persons with disabilities law), Va. Code § 40.1-28.6
(Virginia equal pay law) and Va. Code §§ 40.1-51.2:1 etseq.
and 40.1-51.4:5 (Virginia whistleblower protection law), all as amended, all
claims arising out of the Fair Credit Reporting Act, 15 U.S.C. § 1681
etseq. and the Employee Retirement Income Security Act of
1974 (“ERISA”), 29 U.S.C. § 1001 etseq., all as amended,
all common law claims including, but not limited to, actions in tort, defamation
and breach of contract (including, without limitation, claims arising out of
or
related to the Nondisclosure Agreement (as defined in the Agreement)), all
claims to any ownership interest in the Company, contractual or otherwise,
including, but not limited to, claims to stock or stock options, and any claim
or damage arising out of the Employee’s employment with and/or separation from
the Company (including a claim for retaliation) under any common law theory
or
any federal, state or local statute or ordinance not expressly referenced above;
provided, however, that nothing in this Release Agreement prevents
the Employee from filing, cooperating with, or participating in any proceeding
before the EEOC or a state Fair Employment Practices Agency (except that the
Employee acknowledges and understands that he may not be able to recover any
monetary benefits in connection with any such claim, charge or
proceeding).
Employee
expressly acknowledges and understands that he is knowingly and voluntarily
waiving any and all rights to pursue an action under the Age Discrimination
in
Employment Act and that the consideration given for the release in this
Paragraph 1 is in addition to anything of value to which Employee was already
entitled. Employee hereby provides further acknowledgment, and is
advised, as required by the Older Workers Benefit Protection Act,
that:
(a) The
waiver and release do not apply to any rights or claims that may arise after
the
date Employee signs this Agreement;
(b) Employee
has been and is hereby advised to consult an attorney concerning this Agreement
prior to executing it (although Employee is not required to do so);
(c) Employee
has twenty-one (21) days to consider the terms of this Agreement and by
executing this Agreement prior to the end of the twenty-one (21) day period,
Employee has voluntarily waived said period;
(d) Employee
may revoke this Agreement at any time during the seven (7) days following the
date he executes this Agreement, and that this Agreement shall not become
effective or enforceable until such seven (7) day revocation period has expired
(the “Effective Date”). If Employee revokes this Agreement, Employee
shall not receive any of the benefits of this Agreement contained
herein. Any changes made to this Agreement during the twenty-one (21)
days in which Employee may consider it, whether material or not, will not start
the re-running of the twenty-one (21) day period.
2. Continuing
Obligations. The Employee acknowledges his obligations under
Paragraph 7 of the Agreement, including, but not limited to, his obligation
to
keep confidential all non-public information concerning the Company that he
acquired during the course of his employment with the Company and his obligation
not to solicit customers or employees of the Company, which obligations remain
in full force and effect.
3. Return
of Company Property. The Employee confirms that he has returned
to the Company in good working order all keys, files, records (and copies
thereof) and Company identification and has left intact all electronic Company
documents, including, but not limited to, those that he developed or helped
to
develop during his employment. The Employee further confirms that he
has cancelled all accounts for his benefit, if any, in the Company’s name,
including, but not limited to, credit cards, telephone charge cards, cellular
phone and/or pager accounts and computer accounts.
4. Business
Expenses and Final Compensation. The Employee acknowledges that
he has been reimbursed by the Company for all business expenses submitted to
date which were incurred in conjunction with the performance of his employment
and that no other reimbursements are owed to him. Additionally, the
Employee has 30 days from the Separation Date to file for reimbursement of
all
reasonable business related expenses that are incurred prior to the Separation
Date and submitted after execution of this Release Agreement, and Company agrees
to reimburse Employee for such expenses pursuant to the Company’s expense
policy. The Employee further acknowledges that he has received
payment in full for all services rendered to the Company and that no other
wages, bonuses, relocation expenses, severance pay or other compensation is
owed
to him except for the Consideration described herein.
5. Amendment. This
Release Agreement shall be binding upon the parties and may not be modified
in
any manner except by an instrument in writing of concurrent or subsequent date
signed by a duly authorized representative of the parties
hereto. This Release Agreement is binding upon and shall inure to the
benefit of the parties and their respective agents, assigns, heirs, executors,
successors and administrators.
6. Waiver
of Rights. No delay or omission by the Company in exercising any
rights
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7. Validity. Should
any provision of this Release Agreement be declared or be determined by any
court of competent jurisdiction to be illegal or invalid, the validity of the
remaining parts, terms or provisions shall not be affected thereby and said
illegal or invalid part, term or provision shall be deemed not to be a part
of
this Release Agreement.
8. Applicable
Law. This Release Agreement shall be governed by the laws of the
Commonwealth of Virginia, without regard to conflict of laws
provisions. The Employee hereby irrevocably submits to the
jurisdiction of the courts of the Commonwealth of Virginia, or if appropriate,
a
federal court located in the Commonwealth of Virginia (which courts, for
purposes of this Release Agreement, are the only courts of competent
jurisdiction), over any suit, action or other proceeding arising out of, under
or in connection with this Release Agreement or its subject matter.
9. Acknowledgments. The
Employee understands that he must sign and return this Release Agreement to
Xx.
Xxxxxx X. Xxxxxxxx after close of business on the Separation Date (as defined
in
the Agreement) in order to be eligible for the Consideration described
herein. The Employee also understands that he may not execute this
Release Agreement prior to close of business on the Separation Date, unless
terminated earlier. The Employee understands that he may revoke this
Release Agreement for a period of seven (7) days after he signs it, and that
it
shall not be effective or enforceable until the expiration of this seven (7)
day
revocation period.
10. Voluntary
Assent. The Employee affirms that no other promises or agreements
of any kind have been made to or with him by any person or entity whatsoever
to
cause him to sign this Release Agreement, and that he fully understands the
meaning and intent of this Release Agreement. The Employee states and
represents that he has had an opportunity to fully discuss and review the terms
of this Release Agreement with an attorney. The Employee further
states and represents that he has carefully read this Release Agreement,
understands the contents herein, freely and voluntarily assents to all of the
terms and conditions hereof, and signs his name of his own free
act.
11. Entire
Agreement. This Release Agreement, including the Agreement to
which it is attached, contains and constitutes the entire understanding and
agreement between the parties hereto with respect to severance and settlement
and supersedes and terminates all previous oral and written negotiations,
agreements, commitments and writings in connection therewith, including, but
not
limited to, the Nondisclosure Agreement. Nothing in this paragraph
shall, however, modify, cancel or supersede any obligations the Employee has
under Paragraph 2 of this Release Agreement or under the Plans (as defined
in
the Agreement) and any option agreement between the Company and the Employee
under the Plans.
//
//
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12. Counterparts. This
Release Agreement may be executed in two (2) signature counterparts, each of
which shall constitute an original, but all of which taken together shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, all parties have set their hand and seal to this Release
Agreement as of the date set forth below.
TIER
TECHNOLOGIES, INC.
|
By:
|
|
| Xxxxxx X. Xxxxxxxx | |
| Chairman and Chief Executive Officer | |
|
Dated:
|
| XXXX X. XXXXXXXX | |
| Dated: | ||
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