Exhibit 10.11(x)
December 23,
2008
Michael S.
Kumpf
716 Bowling
Green
Cortland, NY
13045
Re: Amendment
to Severance Agreement
Dear Mr.
Kumpf:
Reference is
made to the Severance Agreement by and between you and TransAct
Technologies, Incorporated (the "Company") dated September 4, 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:
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
13. 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 Sub
