exhibit1012x.htm


    Exhibit
10.12(x)

    


    December
23, 2008

    


    Steven A.
DeMartino

    47
Agerola Road

    Durham,
CT 06422

    


    Re:
Amendment to Severance Agreement

    


    Dear Mr.
DeMartino:

    


    Reference
is made to the Severance Agreement by and between you and TransAct Technologies,
Incorporated (the "Company") dated June 1, 2004 (the "Agreement").  In
order that the Agreement comply in form with the applicable requirements of
Section 409A of the Internal Revenue Code of 1986, as amended, the following
changes to the Agreement are hereby proposed:

    


    Deleting
clause (D) in Subsection 1(d) and replacing it with the following
text:

    


    "(D) Any
other action or inaction that constitutes a material breach of the Agreement by
the Company, including without limitation Section 11.   It is
further understood that a resignation shall qualify as a "terminating event"
only if:  (i) the Executive gives the Company notice, within ninety
(90) days of its first existence or occurrence (without the consent of the
Executive) of any or any combination of the events described in this Section
1(e)(ii); (ii) the Company fails to cure the eligibility condition(s) within
thirty (30) days of receiving such notice; and (iii) the Executive separates
from service not later than 30 days following the end of such thirty-day
period."

    


    Adding a
new Subsection 1(e) immediately following Subsection 1(d), to read as
follows:

    


    "(e)  "Separation
from Service" for purposes of the Agreement shall mean a "separation from
service" (as defined at Section 1.409A-1(h) of the Treasury Regulations) from
the Company and from all other corporations and trades or businesses, if any,
that would be treated as a single "service recipient" with the Company under
Section 1.409A-1(h)(3) of the Treasury Regulations."

    


    Adding
the following sentence at the end of Subsection 2(b):

    


    ";
provided, that this sentence shall not apply to any portion of the amounts
payable under Section 2(b)(i)-(ii) that constitutes or includes nonqualified
deferred compensation subject to Section 409A of the Internal Revenue Code of
1986, as amended (the "Code")."

    


    Adding
the following text at the end of Subsection 2(c):

    


    "Any such
release must be executed in a form prescribed by or acceptable to the Company
and delivered to the Company not later than sixty (60) days following the
Executive's separation from service.  If the Executive's properly
executed release is timely delivered to the Company and the Executive does not
revoke the release within seven (7) days thereafter or within such shorter
period as the Company may prescribe, the severance benefits payable hereunder
shall commence upon the expiration of such seven-day or shorter period;
provided, that the first such payment shall include any amounts that would have
been paid earlier but for the provisions of this subsection (c)."

    


    Adding a
new Section 11 immediately following Section 12, to read as
follows:

    


    "11
Executive Incentive Compensation Plan.  During the twelve (12) month
period subsequent to any Change in Control, neither the Company, nor, if
applicable, any successor to the Company, will eliminate the Executive's
participation in the Company's Executive Incentive Compensation Plan or reduce
the Executive's target bonus amount under that plan."

    


    Adding a
new Section 12 immediately following new Section 11, to read as
follows:

    


    "12
Section 409A.

    


    (a) In
General.  To the extent any portion of the payments to be made under
the Agreement constitute deferred compensation subject to Section 409A of the
Code, such payments shall be made in accordance with the payment schedule
provided in Section 2 of the Agreement, but not earlier than the 67th day
following the date of the Involuntary Termination.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)
Specified Employee.  Notwithstanding any other provision of the
Agreement, if, at the time of separation from service, the Executive is a
specified employee as hereinafter defined, any and all amounts payable in
connection with such separation from service that constitute deferred
compensation subject to Section 409A of the Code, as determined by the Company
in its sole discretion, and that would (but for this sentence) be payable within
six (6) months following such separation from service, shall instead be paid on
the date that follows the date of such separation from service by six (6) months
and one (1) day, without interest.  For purposes of the preceding
sentence, the term "specified employee" means an individual who is determined by
the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of
Section 409A of the Code.  The Company may, but need not, elect in
writing, subject to the applicable limitations under Section 409A of the Code,
any of the special elective rules prescribed in Section 1.409A-1(i) of the
Treasury Regulations for purposes of determining "specified employee"
status.  Any such written election shall be deemed part of the
Agreement."

    


    If the
foregoing proposed changes to the Agreement are acceptable to you, please so
indicate in the space indicated below, whereupon the Agreement shall be so
amended effective as of January 1, 2008.

    


    


    
      	 
      	
              TRANSACT
      TECHNOLOGIES INCORPORATED

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Bart
      C. Shuldman        

            
	 
      	
              Date:

            	
              12/23/2008

            
	 
      	 
      	 
      


    

    


    
      	 
      	 
      
	
              Agreed:

            	 
      
	
              /s/ Steven
      A. DeMartino        

            	 
      
	
              Steven
      A. DeMartino