{"url_path":"/sec/tact/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001214659-26-009902-index.html","accession_number":"0001214659-26-009902","cik":"0001017303","ticker":"TACT","issuer_name":"TRANSACT TECHNOLOGIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001214659-26-009902-index.html","primary_entity_key":"0001017303","primary_entity_name":"TRANSACT TECHNOLOGIES INC"},"word_count":876,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn August 10, 2026, the Company entered into a\nseverance agreement with Troy W. Ingianni, the Company’s Chief Financial Officer, Treasurer and Secretary (the “Severance\nAgreement”). The Severance Agreement provides for the following terms:\n\n \n\n·Termination Severance Payments. If Mr. Ingianni’s employment is terminated by the Company\nwithout “Cause” (as defined in the Severance Agreement) (other than a termination within 12 months after a Change in Control,\nas described below), the Company is required to provide, in addition to a payment of accrued salary and benefits, severance payments consisting\nof the following: (i) one half of Mr. Ingianni’s then current base salary, payable in equal installments over a period of six months\nin connection with the Company’s regular payroll dates and procedures; (ii) one half of Mr. Ingianni’s annual target bonus\namount under the Company’s incentive compensation plan, pro-rated for the portion of the fiscal year occurring prior to termination,\npayable in equal installments over a period of six months in connection with the Company’s regular payroll dates and procedures;\nand (iii) contribution to the cost of Mr. Ingianni’s participation in the Company’s group medical and dental plans for a period\nof six months, subject to any employee contribution applicable to Mr. Ingianni on the date of termination and provided Mr. Ingianni is\nentitled to continue such participation under applicable law and plan terms.\n\n \n\n·Change-in-Control Severance Payments. If a Change in Control occurs, and Mr. Ingianni’s employment\nis terminated by the Company without Cause, or if he resigns (subject to a notice and cure period specified in the Severance Agreement)\nfollowing a significant reduction in the nature or scope of his responsibilities, authorities, powers, functions or duties, a decrease\nin salary other than resulting from a reduction that applies generally to all management personnel, or a relocation of his principal place\nof employment by more than 50 miles without his consent, in each case within 12 months after the Change in Control, the Company is required\nto provide, in addition to a payment of accrued salary and benefits, severance payments consisting of the following: (i) Mr. Ingianni’s\nthen current base salary, payable in equal installments over a period of one year in connection with the Company’s regular payroll\ndates and procedures; (ii) Mr. Ingianni’s annual target bonus amount under the Company’s incentive compensation plan, payable\nin equal installments over a period of one year in connection with the Company’s regular payroll dates and procedures; and (iii)\ncontribution to the cost of Mr. Ingianni’s participation in the Company’s group medical and dental plans for a period of one\nyear, subject to any employee contribution applicable to Mr. Ingianni on the date of termination and provided Mr. Ingianni is entitled\nto continue such participation under applicable law and plan terms. In addition, in the event of such a termination of employment, the\nCompany is required to cause the immediate vesting of all awards granted by the Company to Mr. Ingianni under the Company’s stock\nplans. Mr. Ingianni may elect, on ten days’ prior written notice, to receive the balance of the payments provided for in clauses\n(i) and (ii) of this paragraph in a lump sum rather than in installments, and upon such payment, the Company’s obligations to provide\nfurther installment payments and to contribute to the cost of participation in medical and dental plans will terminate.\n\n \n\n·Release. Receipt of the severance benefits described above is conditioned on execution by Mr. Ingianni\nof a general release of claims in favor of the Company.\n\n \n\n·Restrictive Covenants. The Severance Agreement also contains certain customary restrictive covenants,\nincluding covenants not to compete with or solicit customers or employees of the Company for six months following termination and confidentiality\nand nondisclosure covenants.\n\n \n\n  \n\n \n\n \n\n·Definitions. The Severance Agreement generally defines Cause to include the following reasons:\n(i) action or inaction by Mr. Ingianni that constitutes larceny, fraud, gross negligence, a willful or negligent misrepresentation to\nthe directors or officers of the Company or a commission of a crime of moral turpitude; (ii) material, repetitive, unjustified and unexcused\nrefusal to follow the reasonable and lawful written instruction of the Board of Directors (the “Board”) or Chief Executive\nOfficer of the Company; or (iii) death or disability. A Change in Control is generally defined in the agreement to include (i) a merger\nof the Company with another company where the majority of the board of directors of the surviving company is not comprised of directors\nof the Company in office immediately prior to the transaction; (ii) acquisition by a person or group of beneficial ownership of securities\nof the Company representing more than 50% of the total number of votes that may be cast for the election of directors of the Company;\n(iii) a change in the Board such that, after an election, a majority of the directors in office are not directors that were nominated\nby two-thirds of the Board prior to the election; or (iv) a complete liquidation of the Company.\n\n \n\nThe foregoing summary of the Severance Agreement\nis qualified in its entirety by reference to the full text of the Severance Agreement, which is filed herewith as Exhibit 10.1 and incorporated\nherein by reference."}