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:
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Adding the
following sentence at the end of Subsection 4(c):
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"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."
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Adding the
following sentence at the end of Subsection 4(d):
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"Any such
reimbursements shall comply with the Company's expense
reimbursement policy as in effect from time to time."
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Deleting clause
(D) in Subsection 6.1(f) and replacing it with the following
text:
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"(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."
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Adding a new
Subsection 6.1(g) immediately following Subsection 6.1(f), to
readas follows:
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"(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."
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Adding the
following sentence at the end of Subsection 6.2(b):
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";
provided , that this sentence shall not ap
