exhibit1010x.htm


    
      Exhibit
10.10(x)

      


      December
23, 2008

      


      Bart C.
Shuldman

      14
Broadview Road

      Westport,
CT 06880

      


      Re: Amendment to Employment
Agreement

      


      Dear Mr.
Shuldman:

      


      Reference
is made to the Employment Agreement by and between you and TransAct
Technologies, Incorporated (the "Company") dated July 31st, 1996 (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:

      


      
        	
                1.  

              	
                Adding
      the following sentence at the end of Subsection
  4(c):

              


      

      


      "In no
event shall the allowance described in this subsection be paid on a basis such
that it would constitute deferred compensation subject to 409A of the
Code."

      


      
        	
                2.  

              	
                Adding
      the following sentence at the end of Subsection
  4(d):

              


      

      


      "Any such
reimbursements shall comply with the Company's expense reimbursement policy as
in effect from time to time."

      


      
        	
                3.  

              	
                Deleting
      clause (D) in Subsection 6.1(f) 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 16.   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
6.1(f)(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."

      


      
        	
                4.  

              	
                Adding
      a new Subsection 6.1(g) immediately following Subsection 6.1(f), to readas
      follows:

              


      

      


      "(g)  Separation from
Service.  "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."

      


      
        	
                5.  

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

              


      

      


      "; provided, that this sentence
shall not apply to any portion of the amounts payable under Section 6(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")."

      


      
        	
                6.  

              	
                Adding
      the following text at the end of Subsection
  6.2(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)."

      


      
        	
                7.  

              	
                Adding
      a new Section 16 immediately following Section 15, to read as
      follows:

              


      

      


      "16.
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 or the Executive's participation in
the Company's Executive Incentive Compensation Plan or reduce the Executive's
target bonus amount under that plan."

      


      
        	
                8.  

              	
                Adding
      a new Section 17 immediately
      following new Section 16, to read
asfollows:

              


      

      


      "17.
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 6.2 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/ Steven A. DeMartino        

              
	 
      	
                Date:

              	
                12/30/2008

              
	 
      	 
      	 
      


      

      


      
        	 
      	 
      
	
                Agreed:

              	 
      
	
                /s/ Bart
      C. Shuldman        

              	 
      
	
                Bart
      C. Shuldman