Exhibit
10.1
FORM OF AMENDMENT TO
CHANGE-IN-CONTROL SEVERANCE AGREEMENT
[Note to Draft: This is the
Amendment for Goldfarb, Mann and Styslinger.]
THIS AMENDMENT, dated as of
December 18, 2008, by and between SeaChange International,
Inc., with its principal place of business at 50 Nagog Park, Acton,
MA 01720 (the “Company”) and
(the “Executive”).
WHEREAS, the Company and the
Executive have entered into a Change-In-Control Severance Agreement
dated as of July 30, 2004 (the
“Agreement”);
WHEREAS, the Compensation and Stock
Option Committee of the Board of Directors of the Company has
authorized the amendment of such Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended,
and treasury regulations thereunder (“Section
409A”);
NOW, THEREFORE, in consideration of
the mutual covenants and agreements hereinafter contained and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Executive agree
as follows:
1. Paragraph (i) in the
definition of “Change in Control” in Section 1 of
the Agreement is deleted in its entirety and the following is
substituted in its place:
“(i) the members of the Board
at the beginning of any consecutive 12-calendar-month period (the
“Incumbent Directors”) cease for any reason other than
due to death to constitute at least a majority of the members of
the Board; provided that any director whose election, or nomination
for election by the Company’s stockholders, was approved by a
vote of at least a majority of the members of the Board then still
in office who were members of the Board at the beginning of such
12-calendar-month period, shall be deemed to be an Incumbent
Director;”
2. The following is added as a new
paragraph following Paragraph (iii) in the definition of
“Change in Control” in Section 1 of the
Agreement:
“Notwithstanding the
foregoing, none of the foregoing event(s) shall constitute a Change
in Control unless such event(s) constitute a “change in the
ownership or effective control” or a change “in the
ownership of a substantial portion of the assets,” in each
case within the meaning of Section 409A(a)(2)(A)(v) of the
Code and any regulations and other guidance in effect from time to
time thereunder including without limitation Notice
2005-1.”
3. The following is added as new
Section 2.4:
2.4 The Company and the Executive
acknowledge and agree that the provisio
