Exhibit
10.2
FORM OF AMENDMENT TO
CHANGE-IN-CONTROL SEVERANCE AGREEMENT
[Note to Draft: This is the
Amendment for Bisson, Davi, Kanouff.]
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
, 2006 (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. The following is added as new
Section 2.4:
2.4 The Company and the Executive
acknowledge and agree that the provisions for payments and benefits
or reimbursements in Sections 2.2 and 3.1 of this Agreement (the
“Deferred Compensation”) may constitute a
“nonqualified deferred compensation plan” that is
subject to Section 409A. The Company and the Executive intend
to administer the Deferred Compensation in a manner that at all
times is either exempt from or complies in form and operation with
the applicable limitations and standards of Section 409A.
Therefore, notwithstanding anything else contained herein, the
following limitations are expressly imposed with respect to the
Deferred Compensation.
(d) The Executive’s
entitlement to receive or begin receiving payment of the Deferred
Compensation is conditioned upon the Executive’s separation
from service. For this purpose, the Executive shall have separated
from service if and only if his level o
