EXHIBIT 10.1


 


SEACHANGE INTERNATIONAL, INC.


 


2011 COMPENSATION AND INCENTIVE PLAN


 


(As Amended through February 8, 2013)


 


		1.	Purpose and Eligibility.



 


The purpose of this 2011 Compensation and Incentive Plan (the
“Plan”) of SeaChange International, Inc. is to provide equity ownership and compensation opportunities in the
Company (each an “Award”) to employees, officers, directors, consultants and advisors of the Company and its
Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any person to whom an Award has been granted under the
Plan is called a “Participant”. Additional definitions are contained in Section 12.


 


		2.	Administration.



 


a.           Administration
by Committee of Independent Members of the Board of Directors. The Plan will be administered by a committee (the “Committee”)
composed solely of members of the Board of Directors of the Company that are “independent”, as defined pursuant to
applicable rules and regulations; provided, however, that at any time and on any one or more occasions the Board may itself
exercise any of the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit
of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder. The Committee,
in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan
and to interpret and correct the provisions of the Plan and any Award. All decisions by the Committee shall be final and binding
on all interested persons. Neither the Company nor any member of the Committee shall be liable for any action or determination
relating to the Plan.


 


b.           Delegation
to Executive Officers. To the extent permitted by applicable law, the Committee may delegate to one or more executive officers
of the Company the power to grant Awards and exercise such other powers under the Plan as the Committee may determine; provided,
however, that the Committee shall fix the maximum number and type of Awards to be granted and the maximum number of shares
issuable to any one Participant pursuant to Awards granted by such executive officer or officers. The Committee may, by a resolution
adopted by the Committee, authorize one or more officers of the Company to do one or both of the following: (i) designate employees
of the Company or of any of its Subsidiaries to be recipients of Awards created by the Company and (ii) determine the number, type
and terms of such Awards to be received by such employees; provided, however, that the resolution so authorizing such officer
or officers shall specify the maximum number and type of Awards such officer or officers may so award. The Committee may not authorize
an officer to designate himself or herself as a recipient of any such Awards and the Committee may not authorize an officer to
grant Awards to other executive officers of the Company.


 




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		3.	Stock Available for Awards.



 


a.           Number
of Shares. Subject to adjustment under Section 3(c), the aggregate number of shares (the “Authorized Shares”)
of the Company’s common stock, $0.01 par value per share (the “Common Stock”), that may be issued pursuant
to the Plan shall be (i) 2,800,000 shares of Common Stock, plus (ii) the number
of shares of Common Stock that would have become available for issuance under the Company’s Amended and Restated 2005 Equity
Compensation and Incentive Plan (the “2005 Plan”) following the adoption of this Plan due to the expiration,
termination, surrender or forfeiture of an award under the 2005 Plan. If any Award granted
pursuant to this Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered
by such Award shall again be available for the grant of Awards under the Plan. Notwithstanding the foregoing, in no event shall
the following shares of Common Stock be added to the foregoing plan limit: (i) shares of Common Stock tendered in payment of an
Option, whether granted pursuant to this Plan or the 2005 Plan; (ii) shares of Common Stock withheld by the Company to satisfy
any tax withholding obligation, whether pursuant to this Plan or the 2005 Plan; or (iii) shares of Common Stock that are repurchased
by the Company with proceeds of Options, whether granted pursuant to this Plan or the 2005 Plan. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury shares. 


 


b.           Per-Participant
Limit. Subject to adjustment under Section 3(c) and commencing with the fiscal year ended January 31, 2013, no Participant
may be granted Awards during any one fiscal year to acquire more than 1,250,000 shares of Common Stock. Notwithstanding the foregoing,
commencing with the fiscal year ended January 31, 2013 and subject to Sections 10(e) and 10(j), Awards granted to a Participant
shall be interpreted to limit the maximum number of shares of Common Stock issuable in one fiscal year to a Participant to 500,000
shares of Common Stock, with any such excess to be vested on the first day of the immediately subsequent fiscal year, subject to
the foregoing limitation.


 


c.           Adjustment
to Common Stock. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization
or event, (i) the number and class of securities available for Awards under the Plan and the per-Participant share limit, (ii)
the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option (as defined
below), (iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other outstanding stock-based
Award shall be adjusted by the Company (or substituted Awards may be made) to the extent the Committee shall determine, in good
faith, that such an adjustment (or substitution) is appropriate. If Section 10(e)(i) applies for any event, this Section 3(c) shall
not be applicable.


 


d.           Fractional
Shares. No fractional shares shall be issued under the Plan and the Participant shall receive from the Company cash in lieu
of such fractional shares.


 




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		4.	Stock Options.



 


a.           General.
The Committee may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares
of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to
the exercise of each Option and the Common Stock issued upon the exercise of each Option, including vesting provisions, Performance
Goals (as defined in Section 9(b)), repurchase provisions and restrictions relating to applicable federal or state securities laws,
as it considers advisable.


 


b.           Incentive
Stock Options. An Option that the Committee intends to be an “incentive stock option” as defined in Section 422
of the Code (an “Incentive Stock Option”) shall be granted only to employees of the Company and shall be subject
to and shall be construed consistently with the requirements of Section 422 of the Code. The Committee and the Company shall have
no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option
or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory Stock
Option.” Subject to adjustment under Section 3(c), no more than 2,800,000 shares shall be available for issuance as Incentive
Stock Options under the Plan.


 


c.           Dollar
Limitation. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other plans of
the Company) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent
that such Options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Common Stock
with an aggregate Fair Market Value (as defined below) of more than $100,000 (determined as of the respective date or dates of
grant) or such other limit as may be imposed by Section 422 of the Code or other applicable regulation.
To the extent that any such Incentive Stock Options exceed the $100,000 limitation or such other limitation,
such Options shall be Nonstatutory Stock Options. 


 


d.           Exercise
Price. The Committee shall establish the exercise price (or determine the method by which the exercise price shall be determined)
at the time each Option is granted and specify the exercise price in the applicable option agreement, provided, that the
exercise price per share specified in the agreement relating to each Option granted under the Plan shall not be less than the Fair
Market Value per share of Common Stock on the date of such grant. In the case of an Incentive Stock Option to be granted to an
employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the
Company, the price per share specified in the agreement relating to such Incentive Stock Option shall not be less than one hundred
ten percent (110%) of the Fair Market Value per share of Common Stock on the date of grant. For purposes of determining stock ownership
under this subsection, the rules of Section 424(d) of the Code shall apply.


 


e.           Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may specify
in the applicable option agreement; provided, that no Option shall be exercisable for a period of time greater than ten
(10) years from the date of grant of such Option; provided, further, that Incentive Stock Options granted to an employee
owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company shall
be exercisable for a maximum of five (5) years from the date of grant of such option. For purposes of determining stock ownership
under this subsection, the rules of Section 424(d) of the Code shall apply.


 




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f.            Vesting
of Options. At the time of the grant of an Option, the Committee shall establish a vesting date or vesting dates with
respect to the shares of Common Stock covered by such Options; provided, that all Options (other than Awards granted pursuant
to Section 10(k), and subject to Sections 10(e) and 10(j)) shall have a minimum vesting period of no less than six (6) months.
The Committee may establish vesting dates based upon the passage of time and/or the satisfaction of Performance Goals or other
conditions as deemed appropriate by the Committee.


 


g.           Exercise
of Option. Options may be exercised only by delivery to the Company at its principal office address or to such transfer agent
as the Company shall designate of a written notice of exercise specifying the number of shares as to which such Option is being
exercised, signed by the proper person, or by notification of the Company-designated third party commercial provider (the “Third
Party Commercial Provider”), in accordance with the procedures approved by the Company and to which the holder of the
Option shall have ongoing access by means of accessing such person’s account maintained with the Third Party Commercial Provider,
together with payment in full as specified in Section 4(h) for the number of shares for which the Option is exercised.


 


h.           Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the following
forms of payment:


 


		(i)	in United States dollars in cash or by check or by fund transfer from the Option holder’s account maintained with the
Third Party Commercial Provider;



 


		(ii)	at the discretion of the Committee, through delivery of shares of Common Stock having a Fair Market Value equal as of the date
of the exercise to the cash exercise price of the Option;



 


		(iii)	at the discretion of the Committee and consistent with applicable law, through the delivery of an assignment to the Company
of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of the Option and an authorization
to the Third Party Commercial Provider to pay that amount to the Company, which sale shall be at the Participant’s direction
at the time of exercise;



 


		(iv)	at the discretion of the Committee, by any combination of (i), (ii), or (iii) above.



 


If the Committee exercises its discretion to permit payment
of the exercise price of an Incentive Stock Option by means of the methods set forth in clauses (ii), (iii) or (iv) of the preceding
sentence, such discretion shall be exercised in writing at the time of the grant of the Incentive Stock Option in question.


 




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i.            Notice
to Company of Disqualifying Disposition. By accepting an Incentive Stock Option granted under the Plan, each optionee agrees
to notify the Company in writing immediately after such optionee makes a disqualifying disposition of any stock acquired pursuant
to the exercise of Incentive Stock Options granted under the Plan. A “disqualifying disposition” is generally any disposition
occurring on or before the later of (a) the date two years following the date the Incentive Stock Option was granted or (b) the
date one year following the date the Incentive Stock Option was exercised.


 


j.            Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, each Option will terminate immediately
prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined
by the Committee.


 


k.          Issuances
of Securities. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other
than securities of the Company.


 


		5.	Restricted Stock.



 


a.           Grants.
The Committee may grant Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery to the Company by
the Participant of a check in an amount at least equal to the par value of the shares purchased, and (ii) the right of the Company
to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant in the event
that conditions specified by the Committee in the applicable Award are not satisfied prior to the end of the applicable restriction
period or periods established by the Committee for such Award (each, a “Restricted Stock Award”).


 


b.           Terms
and Conditions. A Participant that is the holder of a Restricted Stock Award, whether vested or unvested, shall be entitled
to enjoy all stockholder rights with respect to the shares of Common Stock underlying such Restricted Stock Award, including the
right to receive dividends and vote such shares. Subject to Section 5(c) hereof, the Committee shall determine all other terms
and conditions of any such Restricted Stock Award, including without limitation whether the shares of Common Stock underlying
a Restricted Stock Award are represented by a stock certificate or are registered in electronic or book entry form without the
issuance of a stock certificate. Any stock certificates issued in respect of a Restricted Stock Award
shall be registered in the name of the Participant and, unless otherwise determined by the Committee, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its designee). After the expiration of the applicable restriction
periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant
or, if the Participant has died, to the beneficiary designated by the Participant, in a manner determined by the Committee, to
receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated
Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s
estate.


 




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c.           Vesting
of Restricted Stock. At the time of the grant of a Restricted Stock Award, the Committee shall establish a vesting date
or vesting dates with respect to the shares of Common Stock covered by such Restricted Stock Award; provided, that all Restricted
Stock Awards (other than Awards granted pursuant to Section 10(k), and subject to Sections 10(e) and 10(j)), shall have a minimum
vesting period of no less than one (1) year for Restricted Stock Awards granted subject to Performance Goals and no less than three
(3) years for all other Restricted Stock Awards. The Committee may establish vesting dates based upon the passage of time and/or
the satisfaction of Performance Goals or other conditions as deemed appropriate by the Committee.


 


		6.	Restricted Stock Unit.



 


a.           Grants.
The Committee may grant Awards entitling recipients to acquire shares of Common Stock in the future, with the future delivery of
the Common Stock subject to a risk of forfeiture or other restrictions that will lapse upon the satisfaction of one or more specified
conditions (each, a “Restricted Stock Unit”).


 


b.           Terms
and Conditions. Subject to Section 6(c) hereof, the Committee shall determine the terms and conditions of any such Restricted
Stock Unit. A Participant may not vote the shares represented by a Restricted Stock Unit and does not give the Participant a right
to receive any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Common
Stock subject to a Restricted Stock Unit Award.


 


c.           Vesting
of Restricted Stock Unit. At the time of the grant of a Restricted Stock Unit Award, the Committee shall establish a
vesting date or vesting dates with respect to the shares of Common Stock covered by such Restricted Stock Unit Award; provided,
that all Restricted Stock Unit Awards (other than Awards granted pursuant to Section 10(k), and subject to Sections 10(e) and 10(j)),
shall have a minimum vesting period of no less than one (1) year for Restricted Stock Unit Awards granted subject to Performance
Goals and no less than three (3) years for all other Restricted Stock Unit Awards. The Committee may establish vesting dates based
upon the passage of time and/or the satisfaction of Performance Goals or other conditions as deemed appropriate by the Committee.


 


		7.	Other Stock-Based Awards.



 


The Committee
shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Committee may determine,
including, without limitation, the grant of shares based upon certain conditions and/or Performance Goals, the grant of securities
convertible into Common Stock and the grant of stock units. The Committee shall determine the terms and conditions of any such
Awards; provided, that all Awards granted pursuant to this Section 7 (other than Awards granted pursuant to Section
10(k), and subject to Sections 10(e) and 10(j)) shall have a minimum vesting period of no less than
six (6) months; provided, further, that all Awards granted pursuant to this Section 7 that are Full Value Awards (other
than Awards granted pursuant to Section 10(k), and subject to Sections 10(e) and 10(j)) shall
have a minimum vesting period of no less than one (1) year for Awards granted subject to Performance Goals and no less than three
(3) years for all other Awards.


 




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		8.	Cash Awards.



 


a.          Grants. The Committee may
grant cash awards (each, a “Cash Award”), either alone, in addition to, or in tandem with other Awards granted
under the Plan.


 


b.           Terms
and Conditions. The Committee shall determine the terms and conditions of any such Cash Award. From time to time, the Committee
shall establish administrative rules and procedures governing the administration of Cash Awards; provided, no Participant
may be granted a Cash Award hereunder that would result in a payment of more than $2 million during any one fiscal year of the
Company.


 


		9.	Performance-Based Awards.



 


a.           General.
Subject to the terms of the Plan, the Committee shall have the authority to establish and administer performance-based grant, exercise,
and/or vesting conditions and Performance Goals (as defined in Section 9(b) below) with respect to such Awards as it considers
appropriate, which Performance Goals must be satisfied, as determined by the Committee, before the Participant receives or retains
an Award or before the Award becomes exercisable or nonforfeitable, as the case may be. Where such Awards are granted to any person
who is a “covered employee” within the meaning of Section 162(m) of the Code (“Section 162(m)”),
the Committee (which in such case shall consist solely of those Committee members that are “outside directors” as defined
by Section 162(m)) may designate the Awards as subject to the requirements of Section 162(m), in which case the provisions of the
Awards are intended to conform with all provisions of Section 162(m) to the extent necessary to allow the Company to claim a Federal
income tax deduction for the Awards as “qualified performance based compensation.” However, the Committee retains the
sole discretion to grant Awards that do not so qualify and to determine the terms and conditions of such Awards including any performance-based
vesting conditions that shall apply to such Awards. Prior to the occurrence of an Acquisition, the Committee may exercise its discretion
in a uniform and non-discriminatory manner for similarly-situated Participants to reduce (but not increase) any Award otherwise
payable under this Plan in accordance with objective or subjective factors if necessary or appropriate to limit the amount payable
under an Award to an amount consistent with the purposes of the Plan and the intended economic benefits of participation in the
Plan. No Award subject to Section 162(m) shall be paid or vest, as applicable, unless and until the date that the Committee has
certified, in the manner prescribed by Section 162(m), the extent to which the Performance Goals for the Performance Period (as
defined in Section 9(b) below) have been attained and has made its decisions regarding the extent, if any, of a reduction of such
Award. The Committee’s determination will be final and conclusive.


 


b.           Performance
Goals. Performance goals (the “Performance Goals”) will be based exclusively on one or more of the following
business criteria determined with respect to the Company and its Subsidiaries on a group-wide basis or on the basis of Subsidiary,
business platform, or operating unit results, in each case on a GAAP or non-GAAP basis: (i) earnings per share (on a fully diluted
or other basis), (ii) pretax or after tax net income, (iii) operating income, (iv) gross or net revenue, (v) profit margin, (vi)
stock price targets or stock price maintenance, (vii) working capital, (viii) free cash flow, (ix) cash flow, (x) return on equity,
(xi) return on capital or return on invested capital, (xii) earnings before interest, taxes, depreciation, and amortization (EBITDA),
(xiii) economic value added, (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified
revenue, market penetration, geographic business expansion goals, cost targets, or objective goals relating to acquisitions or
divestitures, or (xv) any combination of these measures.


 




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Each Performance Goal may be expressed in
absolute and/or relative terms or ratios and may be based on or use comparisons with internal targets, the past performance of
the Company (including the performance of one or more Subsidiaries, divisions, platforms, operating units and/or other business
unit) and/or the past or current performance of other companies. In the case of earnings-based measures, Performance Goals may
use comparisons relating to capital (including, but not limited to, the cost of capital), cash flow, free cash flow, shareholders’
equity and/or shares outstanding, or to assets or net assets.


 


The Committee shall determine the period for
which Performance Goals are set and during which performance is to be measured to determine whether a Participant is entitled to
payment of an Award under the Plan (the “Performance Period”). Performance Periods may be of varying and overlapping
durations, but each such period shall not be less than 12 months. To the extent that an Award is intended to constitute “qualified
performance based compensation” within the meaning of Section 162(m), the Performance Goals must be established within 90
days of the beginning of the Performance Period.


 


The Committee may specify in an Award that
Performance Goals shall be adjusted to include or exclude the effect of special one-time or extraordinary gains or losses and other
one-time or extraordinary events, including without limitation changes in accounting principles, extraordinary, unusual, or nonrecurring
items (such as material litigation, judgments and settlements), currency exchange rate fluctuations, changes in corporate tax rates,
and the impact of acquisitions, divestitures, and discontinued operations.


 


		10.	General Provisions Applicable to Awards.



 


a.           Transferability
of Awards. Except as the Committee may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant,
provided, however, that Nonstatutory Stock Options may be transferred pursuant to a qualified domestic relations order (as
defined in the Code) or to a grantor-retained annuity trust or a similar estate-planning vehicle in which the trust is bound by
all provisions of the Option which are applicable to the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.


 




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b.           Documentation.
Each Award granted under the Plan, with the exception of Cash Awards, shall be evidenced by a written Award agreement in such form
as the Committee shall from time to time approve. Award agreements shall comply with the terms and conditions of the Plan and may
contain such other provisions not inconsistent with the terms and conditions of the Plan as the Committee shall deem advisable.
In the case of an Incentive Stock Option, the Award agreement shall contain, or refer to, such provisions relating to exercise
and other matters as are required of “incentive stock options” under the Code. Award agreements may be evidenced by
an electronic transmission (including an e-mail or reference to a website or other URL) sent to the Participant through the Company’s
normal process for communicating electronically with its employees. As a condition to receiving an Award, the Committee may require
the proposed Participant to affirmatively accept the Award and agree to the terms and conditions set forth in the Award agreement
by physically and/or electronically executing the Award agreement or by otherwise physically and/or electronically acknowledging
such acceptance and agreement. With or without such affirmative acceptance, however, the Committee may prescribe conditions (including
the exercise or attempted exercise of any benefit conferred by the Award) under which the proposed Participant may be deemed to
have accepted the Award and agreed to the terms and conditions set forth in the Award agreement.


 


c.           Committee
Discretion. The terms of each type of Award need not be identical, and the Committee need not treat Participants uniformly.


 


d.           Termination
of Status. The Committee shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence
or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant,
or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the
Award, subject to applicable law and the provisions of the Code related to Incentive Stock Options.


 


e.           Acquisition
of the Company.


 


(i)          Consequences
of an Acquisition. If the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other
reorganization or transaction in which the holders of the outstanding voting stock of the Company immediately preceding the consummation
of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the
surviving or successor entity, or in the event of a sale of all or substantially all of the Company’s assets or otherwise
(each, an “Acquisition”), the Committee or the board of directors of any entity assuming the obligations of
the Company hereunder (the “Successor Committee”), shall, as to outstanding Awards, either (i) make appropriate
provision for the continuation of such Awards by substituting on an equitable basis for the shares then subject to such Awards
either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition,
(b) shares of stock of the surviving or successor corporation or (c) such other securities as the Successor Committee deems appropriate,
the Fair Market Value of which shall not exceed the Fair Market Value of the shares of Common Stock subject to such Awards immediately
preceding the Acquisition and in each case subject to applicable tax withholding; (ii) upon written notice to the Participants,
provide that all Awards must be exercised, to the extent then exercisable or to be exercisable as a result of the Acquisition,
within a specified number of days of the date of such notice, at the end of which period the Awards shall terminate; (iii) terminate
all Awards in exchange for a cash payment equal to the excess of the Fair Market Value of the shares subject to such Awards (to
the extent then exercisable or to be exercisable as a result of the Acquisition) over the exercise price thereof, if any, subject
to applicable tax withholding; (iv) if applicable, in the event the exercise price of an Award exceeds the Fair Market Value
of the shares subject to such Award, terminate such Award without any consideration; or (v) in the case of Awards that may be settled
in whole or in part in cash, provide for equitable treatment of such Awards.


 




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(ii)         Assumption
of Awards Upon Certain Events. In connection with a merger or consolidation of an entity with the Company or the acquisition
by the Company of property or stock of an entity, the Committee may grant Awards under the Plan in substitution for stock and stock-based
awards issued by such entity or an affiliate thereof. The substitute Awards shall be granted on such terms and conditions as the
Committee considers appropriate in the circumstances. 


 


f.            Withholding.
Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any taxes required by
law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability.
The Committee may allow Participants to satisfy such tax obligations in whole or in part by transferring shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.


 


g.           Amendment
of Awards. The Committee may amend, modify or terminate any outstanding Award including, but not limited to, substituting therefor
another Award of the same or a different type, changing the date of vesting or realization, modifying the exercise price, converting
an Incentive Stock Option to a Nonstatutory Stock Option, and amending or modifying an Award such that it ceases to constitute
“qualified performance based compensation” for purposes of Section 162(m); provided that, except as otherwise
provided in Section 10(e)(i) or in the last sentence of this Section 10(g), the Participant’s consent to such action shall
be required unless the Committee determines in its sole discretion that the action, taking into account any related action, would
not materially and adversely affect the Participant. Notwithstanding the foregoing, other than as provided for in Section 3(c),
without prior approval by the Company’s stockholders (a) no Option or other stock-based Award that is not a Full Value Award
may be amended to reduce the price at which it is exercisable; (b) no Option or other stock-based Award that is not a Full Value
Award may be canceled in exchange for an Option or other stock-based Award that is not a Full Value Award with an exercise price
that is less than the exercise price of the original Option or stock-based Award that is not a Full Value Award; (c) no Option
or stock-based Full Value Award with an exercise price above the then current Fair Market Value may be canceled in exchange for
cash or other securities; and (d) no Option or stock-based Award that is not a Full Value Award may be amended to extend the period
of time for which such previously-issued Award shall be exercisable beyond the expiration date of such Award.


 


h.           Forfeiture.
Notwithstanding any provision herein to the contrary, Awards and shares of Common Stock (and proceeds therefrom) obtained pursuant
to or on exercise of such Awards hereunder are subject to forfeiture, setoff, recoupment or other recovery if the Committee determines
in good faith that such action is required by applicable law or Company policy.


 




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i.            Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to
the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with
the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock
exchange or stock market rules and regulations, (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Company may consider appropriate to satisfy the requirements of the Plan and any applicable laws, rules or
regulations, and (iv) the Participant has paid to the Company, or made provisions satisfactory to the Company for payment of, any
taxes required by law to be withheld in connection with the Award.


 


j.          Acceleration.
The Committee may at any time subsequent to the grant of an Award provide that any Options shall become immediately exercisable
in full or in part, that Awards that may be settled in whole or in part in cash may become exercisable in full or in part, that
any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable
in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may
be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999, (ii) disqualify all or
part of the Option as an Incentive Stock Option, or (iii) cause an Award to cease to constitute “qualified performance based
compensation” for purposes of Section 162(m). In the event of the acceleration of the exercisability of one or more outstanding
Options, including pursuant to Section 10(e)(i), the Committee may provide, as a condition of full exercisability of any or all
such Options, that the Common Stock or other substituted consideration, including cash, as to which exercisability has been accelerated
shall be restricted and subject to forfeiture back to the Company at the option of the Company at the cost thereof upon termination
of employment or other relationship, with the timing and other terms of the vesting of such restricted stock or other consideration
being equivalent to the timing and other terms of the superseded exercise schedule of the related Option.


 


k.          Exception
to Minimum Vesting Periods. The Committee may grant up to ten percent (10%) of the maximum aggregate shares of Common Stock
authorized for issuance hereunder in the form of Options, Restricted Stock, Restricted Stock Units and other Awards based on Common
Stock that do not comply with the minimum vesting periods set forth in Sections 4(f), 5(c), 6(c) and 7.


 


l.          Compliance
with Code Section 409A. It is the intention of the Company that this Plan and each Award comply with and be interpreted in
accordance with Section 409A of the Code, the United States Department of Treasury regulations, and other guidance issued thereunder,
including any applicable exemptions (collectively, “Section 409A”). Each payment in any series of payments provided
to a Participant pursuant to this Plan or an Award will be deemed a separate payment for purposes of Section 409A. If any amount
payable under this Plan or an Award is determined by the Company to constitute nonqualified deferred compensation for purposes
of Section 409A (after taking into account applicable exemptions) and such amount is payable upon a termination of employment, then
such amount shall not be paid unless and until the Participant's termination of employment also constitutes a “separation
from service” from the Company for purposes of Section 409A. In the event that the Participant is determined by the Company
to be a “specified employee” for purposes of Section 409A at the time of his separation from service with the Company,
then any nonqualified deferred compensation (after giving effect to any exemptions available under Section 409A) otherwise
payable to the Participant as a result of the Participant's separation from service during the first six (6) months following
his separation from service shall be delayed and paid in a lump sum upon the earlier of (x) the Participant’s date of death,
or (y) the first day of the seventh month following the Participant’s separation from service, and the balance of the installments
(if any) will be payable in accordance with their original schedule.


 




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		11.	Foreign Jurisdictions.



 


To the extent that the Committee determines
that the material terms set by the Committee or imposed by the Plan preclude the achievement of the material purposes of the Plan
in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those terms and provide
for such additional terms and conditions as the Committee determines to be necessary, appropriate or desirable to accommodate differences
in local law, policy or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices
or supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary, appropriate or
desirable, without thereby affecting the terms of the Plan as in effect for any other purpose. The special terms and any appendices,
supplements, amendments, restatements or alternative versions, however, shall not include any provisions that are inconsistent
with the terms of the Plan as then in effect, unless the Plan could have been amended to eliminate such inconsistency without further
approval by the stockholders. The Committee shall also have the authority and discretion to delegate the foregoing powers to appropriate
officers of the Company.


 


		12.	Miscellaneous.



 


		a.	Definitions.



 


(i)          
“Company” for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations
of SeaChange International, Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present
or future parent corporation of SeaChange International, Inc., as defined in Section 424(e) of the Code. For purposes of Awards
other than Incentive Stock Options, the term “Company” shall also include any other business venture in which
the Company has a direct or indirect significant interest, as determined by the Committee in its sole discretion.


 


(ii)          
“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.


 


(iii)          
“employee” for purposes of eligibility under the Plan shall include a person to whom an offer of employment
has been extended by the Company and who has actually commenced employment with the Company, whether full or part-time status;
provided, however, that for purposes of Section 4(b) such person must be an employee of the Company as defined under
Section 422 of the Code.


 




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(iv)         “Fair
Market Value” of the Company’s Common Stock on any date means (i) the last reported sale price (on that date) of
the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then
traded on a national securities exchange; or (ii) the average of the closing bid and asked prices last quoted (on that date) by
an established quotation service for over-the-counter securities, if the Common Stock is not then traded on a national securities
exchange; or (iii) if the Common Stock is not publicly traded, the fair market value of the Common Stock as determined by the Committee
after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices
of the Common Stock in private transactions negotiated at arm’s length); provided, that, in all events the Fair Market
Value shall represent the Committee’s good faith determination of the fair market value of the Common Stock. The Committee’s
determination shall be conclusive as to the Fair Market Value of the Common Stock.


 


(v)          “Full
Value Awards” means Restricted Stock, Restricted Stock Units and Awards other than (a) Options or (b) Cash Awards or
(c) other stock-based Awards for which the Participant pays the intrinsic value (whether directly or by forgoing a right to receive
a cash payment from the Company).


 


b.           No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from
any liability or claim under the Plan.


 


c.           No
Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have
any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder thereof.


 


d.           Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is approved by the stockholders of the Company
(the “Effective Date”). No Awards shall be granted under the Plan after the completion of ten years from the
Effective Date, but Awards previously granted may extend beyond that date.


 


e.           Amendment
of Plan. The Committee may amend this Plan at any time, provided that any material amendment to the Plan will not be effective
unless approved by the Company’s stockholders. For this purpose, a material amendment is any amendment that would (i) other
than pursuant to Section 3(c), materially increase either the number of shares of Common Stock available under the Plan, or the
maximum number of shares of Common Stock issuable in one fiscal year to a Participant; (ii) expand the class of persons eligible
to receive Awards or otherwise participate in the Plan; (iii) amend Section 10(g); (iv) amend Section 10(k); (v) subject to Sections
10(e) and 10(j), amend the minimum vesting provisions of Awards contained in Sections 4(f), 5(c), 6(c) or 7 of the Plan; or (vi)
require stockholder approval pursuant to the requirements of Nasdaq or any exchange on which the Company is then listed or applicable
law.


 




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g.           Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws
of The Commonwealth of Massachusetts, exclusive of reference to rules and principles of conflicts of law.


 


	 	Adopted by the Board of Directors on
	 	May 31, 2011
	 	 
	 	Amended by the Board of Directors on
	 	February 8, 2013
	 	 
	 	Approved by the stockholders on July
	 	20, 2011


 




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