0001045150-04-000011 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 12th, 2004 • Tier Technologies Inc • Services-computer integrated systems design • California

TIER TECHNOLOGIES, INC., a California corporation (the “Company”), pursuant to its Amended and Restated 1996 Equity Incentive Plan (the “Plan”), has this day granted to you, the Optionee named above (“Optionee”), an option to purchase shares of the Class B Common Stock of the Company (“Common Stock”). This option is intended to qualify an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); provided that, in accordance with Section 422(d) of the Code, to the extent that the aggregate grant price of incentive stock options of the Company (including any parent or subsidiary of the Company) which become exercisable for the first time (i.e., vest) during any calendar year exceeds $100,000, such options exceeding that limit (taking options into account in the order granted) shall not be treated as incentive stock options. Capitalized terms used herein which are not defined herein are defined in the Plan.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 12th, 2004 • Tier Technologies Inc • Services-computer integrated systems design • Virginia

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered as of this 9th day of November, 2004 (the “Effective Date”) by and between TIER TECHNOLOGIES, INC. a California corporation (the “Company”), and JAMES WEAVER (the “Executive”).

NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • November 12th, 2004 • Tier Technologies Inc • Services-computer integrated systems design • California

TIER TECHNOLOGIES, INC., a California corporation (the “Company”), pursuant to its Amended and Restated 1996 Equity Incentive Plan (the “Plan”), has this day granted to you, the Optionee named above (“Optionee”), an option to purchase shares of the Class B Common Stock of the Company (“Common Stock”). This option is not intended to qualify, and will not be treated as, an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms used herein which are not defined herein are defined in the Plan.

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