exhibit10-1.htm


    AGREEMENT 

     

        This Agreement (this
“Agreement”) is made and entered into as of June 3,
2010, by and among SeaChange International, Inc. (the “Company” or “SeaChange”) and the entities and natural persons listed
on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group,
a “Party” to this Agreement, and collectively, the
“Parties”). 

     

    RECITALS: 

     

        WHEREAS, the Company
and the Ramius Group have engaged in various discussions and communications
concerning the Company’s business, financial performance and strategic
plans;

     

        WHEREAS, the Ramius
Group duly submitted a nomination letter to the Company on January 26, 2010 (the
“Nomination Letter”) nominating two (2) individuals as director
candidates for election to the Company’s board of directors (the “Board”) at the 2010 annual meeting of stockholders
of the Company (including any adjournment or postponement thereof, the
“2010 Annual Meeting”); and 

     

        WHEREAS, the Company
and the members of the Ramius Group have determined (i) that the interests of
the Company and its stockholders would be best served at this time by, among
other things, avoiding an election contest and the expense and disruption that
may result therefrom and (ii) to come to an agreement with respect to the
composition of the Board, certain matters related to the 2010 Annual Meeting and
certain other matters, as provided in this Agreement.

     

        NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows: 

     

        1. Board Matters; Board Appointments; 2010 Annual
Meeting; Committee
Appointments; Replacement
Directors. 

     

           (a) Concurrent with the next regularly scheduled meeting of the Board, but in
any event no later than July 15, 2010, the Company shall take all necessary
actions to (i) increase the size of the Board from six (6) to eight (8) members
and (ii) appoint Edward Terino and Raghu Rau to fill the vacancies on the Board
created by increasing its size to eight (8) members (the “New Appointees”). Mr. Terino shall be appointed to the class
of directors whose terms expire in 2010 and Mr. Rau shall be appointed to the
class of directors whose terms expire in 2011.

     

           (b) Upon execution of this Agreement, the Ramius Group hereby withdraws its
Nomination Letter for the election of two (2) directors at the 2010 Annual
Meeting.

     

           (c) Concurrent with the next regularly scheduled meeting of the Board, but in
any event no later than July 15, 2010, the Company will take all action
necessary in furtherance of the appointment of at least one of the New
Appointees to be a member of each committee of the Board and each committee of
the Board which is created after the date of this Agreement, provided the New
Appointee is otherwise qualified to serve on such committee.

     

    

    
    


           (d) The Company agrees that one of the New Appointees will be included as a
member of any special committee that is established by the Board while either of
the New Appointees is serving as a director of the Board, provided the New
Appointee is otherwise qualified to serve on such committee. 

     

           (e) The Company agrees that prior to the time that it mails its definitive
proxy statement for the 2010 Annual Meeting, the Company shall take all
necessary actions to nominate Mr. Terino for election to the Board at the 2010
Annual Meeting together with two (2) existing directors for inclusion in the
Company’s slate of nominees (the “2010 Nominees”) with terms expiring at the Company’s 2013
annual meeting of stockholders (the “2013 Annual Meeting”).

     

           (f) The Company and the Ramius Group agree that the size of the Board shall
remain fixed at eight (8) members until the conclusion of the Company’s 2011
annual meeting of stockholders (the “2011 Annual Meeting”). 

     

           (g) The Company agrees that it shall provide written notice to the Ramius
Group of whether the Company intends to nominate Mr. Rau, or the Rau Replacement
Director (as defined below), if applicable, for election at the 2011 Annual
Meeting no later than the date that is ten (10) business days prior to the
deadline for a stockholder to submit nominations at the 2011 Annual Meeting in
accordance with the advance notice provision set forth in the Company’s Amended
and Restated Bylaws. 

     

           (h) The Company agrees that it will recommend, support and solicit proxies
for the election of Mr. Terino in the same manner as for the Company’s other
2010 Nominees who are up for election at the 2010 Annual Meeting. 

     

           (i) The Company agrees that if Mr. Terino is unable or refuses to serve or
stand for election at the 2010 Annual Meeting, or resigns as a director or is
removed as a director prior to the 2013 Annual Meeting, the Ramius Group shall
have the ability to recommend a substitute person(s), who will qualify as
“independent” pursuant to NASDAQ listing standards, to replace Mr. Terino,
subject to the approval of SeaChange’s Corporate Governance and Nominating
Committee in good faith after exercising its fiduciary duties, which approval
shall not be unreasonably withheld (any such replacement nominee appointed in
accordance with the provisions of this clause (i) shall be referred to as the
“Terino Replacement Director”). In the event the Corporate Governance and
Nominating Committee does not accept a substitute person(s) recommended by the
Ramius Group, the Ramius Group will have the right to recommend additional
substitute persons for consideration by the Corporate Governance and Nominating
Committee. Upon the acceptance of a replacement director nominee by the
Corporate Governance and Nominating Committee, the Board will appoint such
replacement director to the Board no later than five (5) business days after the
Corporate Governance and Nominating Committee’s recommendation of such
replacement director. The Terino Replacement Director shall be deemed a New
Appointee for all purposes of this Agreement. 

     

    - 2 -


     

    

    
    


           (j) The Company agrees that if Mr. Rau is unable or refuses to serve as a
director, resigns as a director or is removed as a director prior to the 2011
Annual Meeting, the Ramius Group shall have the ability to recommend a
substitute person(s), who will qualify as “independent” pursuant to NASDAQ
listing standards, to replace Mr. Rau, subject to the approval of SeaChange’s
Corporate Governance and Nominating Committee in good faith after exercising its
fiduciary duties, which approval shall not be unreasonably withheld (any such
replacement nominee appointed in accordance with the provisions of this clause
(j) shall be referred to as the “Rau Replacement Director”). In the event the Corporate Governance and
Nominating Committee does not accept a substitute person(s) recommended by the
Ramius Group, the Ramius Group will have the right to recommend additional
substitute persons for consideration by the Corporate Governance and Nominating
Committee. Upon the acceptance of a replacement director nominee by the
Corporate Governance and Nominating Committee, the Board will appoint such
replacement director to the Board no later than five (5) business days after the
Corporate Governance and Nominating Committee’s recommendation of such
replacement director. The Rau Replacement Director shall be deemed a New
Appointee for all purposes of this Agreement. 

     

           (k) The parties hereto acknowledge that the only matters that may be
presented by the Company for consideration at the 2010 Annual Meeting include
(i) the election of the 2010 Nominees, (ii) the ratification of the Company’s
independent registered public accounting firm, and (iii) any proposals submitted
by stockholders pursuant to Rule 14a-8 for inclusion in the Company’s proxy
materials for the 2010 Annual Meeting. 

     

           (l) At the 2010 Annual Meeting, the Ramius Group agrees to appear in person
or by proxy and vote all shares of Common Stock beneficially owned by it and its
affiliates in favor of the election of the 2010 Nominees and the ratification of
the Company’s independent registered public accounting firm (the “Ramius
Supported Proposals”). No later than forty-eight hours prior to the 2010 Annual
Meeting, the Ramius Group shall cause to be executed proxies for the Ramius
Supported Proposals (in the form utilized by the Company to solicit proxies for
all stockholders) so as to vote all shares of Common Stock beneficially owned by
it and its affiliates in favor of the Ramius Supported Proposals. The Ramius
Group shall not withdraw or modify any such proxies. From the date hereof
through the 2010 Annual Meeting, neither the Company, the Ramius Group nor any
member of the Ramius Group shall directly or indirectly make any statements or
engage in any activities in opposition to the Ramius Supported Proposals or
enter into any agreement, understanding or arrangement with the purpose or
effect to cause or further any of the foregoing. 

     

           (m) Neither the Ramius Group nor any member of the Ramius Group shall (i)
nominate any person for election at the 2010 Annual Meeting or (ii) submit any
proposal for consideration at, or bring any other business before, the 2010
Annual Meeting, directly or indirectly. The Ramius Group shall not enter into
any agreement, understanding or arrangement with a third party with the purpose
or effect to cause or further any of the foregoing or otherwise engage in any
activities with the purpose or effect to cause or further any of the
foregoing.

     

           (n) Notwithstanding anything to the contrary herein, if at any time prior to
the conclusion of the 2011 Annual Meeting the Ramius Group’s aggregate
beneficial ownership of Common Stock decreases to less than 3.0% of the
Company’s then outstanding Common Stock, Mr. Rau (or the Rau Replacement
Director) shall tender to the Company an irrevocable resignation letter in a
form satisfactory to the Company, pursuant to which he shall resign from the
Board and all committees thereof to which he is then a member, and the right of
the Ramius Group to recommend a Rau Replacement Director to fill the vacancy
caused by the resignation of Mr. Rau (or any Rau Replacement Director) pursuant
to Section 1(j) shall automatically terminate. The Ramius Group has obtained the
conditional resignation letter from Mr. Rau necessary to effectuate the
provisions of this Section 1(n) and agrees to provide the resignation letter to
the Company to the extent required by this Section 1(n).

     

    - 3 -


     

    

    
    


        2. Representations and Warranties of the
Company. 

     

        The Company
represents and warrants to the Ramius Group that (a) the Company has the
corporate power and authority to execute this Agreement and to bind it thereto,
(b) this Agreement has been duly and validly authorized, executed and delivered
by the Company, constitutes a valid and binding obligation and agreement of the
Company, and is enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
generally affecting the rights of creditors and subject to general equity
principles and (c) the execution, delivery and performance of this Agreement by
the Company does not and will not violate or conflict with (i) any law, rule,
regulation, order, judgment or decree applicable to it, or (ii) result in any
breach or violation of or constitute a default (or an event which with notice or
lapse of time or both could become a default) under or pursuant to, or result in
the loss of a material benefit under, or give any right of termination,
amendment, acceleration or cancellation of, any organizational document,
agreement, contract, commitment, understanding or arrangement to which the
Company is a party or by which it is bound. 

     

        3. Representations and Warranties of the Ramius
Group. 

     

        The Ramius Group
shall cause its Affiliates to comply with the terms of this Agreement. The
Ramius Group represents and warrants to the Company that (a) the authorized
signatory of the Ramius Group set forth on the signature page hereto has the
power and authority to execute this Agreement and to bind it thereto this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Ramius Group, and is a valid and binding obligation of the Ramius Group,
enforceable against the Ramius Group in accordance with its terms, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws generally
affecting the rights of creditors and subject to general equity principles, (c)
the execution of this Agreement, the consummation of any of the transactions
contemplated hereby, and the fulfillment of the terms hereof, in each case in
accordance with the terms hereof, will not conflict with, or result in a breach
or violation of the organizational documents of the Ramius Group as currently in
effect and (d) the execution, delivery and performance of this Agreement by each
member of the Ramius Group does not and will not violate or conflict with (i)
any law, rule, regulation, order, judgment or decree applicable to it, or (ii)
result in any breach or violation of or constitute a default (or an event which
with notice or lapse of time or both could become a default) under or pursuant
to, or result in the loss of a material benefit under, or give any right of
termination, amendment, acceleration or cancellation of, any organizational
document, agreement, contract, commitment, understanding or arrangement to which
such member is a party or by which it is bound. 

     

    - 4 -


     

    

    
    


        4. Press Release. 

     

        Promptly following
the execution of this Agreement, the Company and the Ramius Group shall jointly
issue a mutually agreeable press release (the “Mutual Press Release”) announcing the terms of this Agreement, in
the form attached hereto as Exhibit B. Prior to the issuance of the Mutual Press
Release, neither the Company nor the Ramius Group shall issue any press release
or public announcement regarding this Agreement without the prior written
consent of the other party. 

     

        5. Specific Performance. 

     

        Each of the members
of the Ramius Group, on the one hand, and the Company, on the other hand,
acknowledges and agrees that irreparable injury to the other party hereto would
occur in the event any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached and that such
injury would not be adequately compensable in damages. It is accordingly agreed
that the members of the Ramius Group or any of them, on the one hand, and the
Company, on the other hand (the “Moving Party”), shall each be entitled to specific
enforcement of, and injunctive relief to prevent any violation of, the terms
hereof, and the other party hereto will not take action, directly or indirectly,
in opposition to the Moving Party seeking such relief on the grounds that any
other remedy or relief is available at law or in equity. 

     

        6. Expenses. 

     

        The Company shall
reimburse the Ramius Group for its reasonable, documented out of pocket fees and
expenses (including legal expenses) incurred in connection with the matters
related to the 2010 Annual Meeting and the negotiation and execution of this
Agreement, provided that such reimbursement shall not exceed $20,000 in the
aggregate.

     

        7. Severability. 

     

        If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated. It is hereby stipulated and declared to be the intention of the
parties that the parties would have executed the remaining terms, provisions,
covenants and restrictions without including any of such which may be hereafter
declared invalid, void or unenforceable. In addition, the parties agree to use
their best efforts to agree upon and substitute a valid and enforceable term,
provision, covenant or restriction for any of such that is held invalid, void or
enforceable by a court of competent jurisdiction.  

     

    - 5 -


     

    

    
    

     

        8. Notices.

        

        Any notices,
consents, determinations, waivers or other communications required or permitted
to be given under the terms of this Agreement must be in writing and will be
deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) business day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:

     

    
      	If to the Company:
	 
	    SeaChange
      International, Inc.
	    50 Nagog
      Park
	    Acton, MA
      01720
	    Attention:
      Chief Financial Officer
	    Facsimile:
      (978) 897-9590
	 
	With a copy to:
	 
	    Choate, Hall
      & Stewart LLP
	    Two
      International Place
	    Boston, MA
      02110
	    Attention:
      William B. Asher, Jr.
	    Facsimile:
      (617) 248-4000
	 
	If to the Ramius Group or any member of the Ramius
  Group:
	 
	    Ramius Value
      and Opportunity Master Fund Ltd
	    c/o RCG
      Starboard Advisors, LLC
	    599 Lexington
      Avenue, 20th Floor
	    New York, New
      York 10022
	    Attention: Owen
      S. Littman
	    Telephone:
      (212) 201-4841
	    Facsimile:
      (212) 845-7986
	 
	With a copy to:
	 
	    Olshan Grundman
      Frome Rosenzweig & Wolosky LLP
	    Park Avenue
      Tower
	    65 East 55th
      Street
	    New York, New
      York 10022
	    Attention:
      Steven Wolosky, Esq.
	    Facsimile:
      (212) 451-2222


    


    - 6
-

     

    

    
    


        9. Applicable Law.

     

        This Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Delaware without reference to the conflict of laws principles thereof.
Each of the Parties hereto irrevocably agrees that any legal action or
proceeding with respect to this Agreement and the rights and obligations arising
hereunder, or for recognition and enforcement of any judgment in respect of this
Agreement and the rights and obligations arising hereunder brought by the other
party hereto or its successors or assigns, shall be brought and determined
exclusively in the Delaware Court of Chancery and any state appellate court
therefrom within the State of Delaware (or, if the Delaware Court of Chancery
declines to accept jurisdiction over a particular matter, any state or federal
court within the State of Delaware). Each of the Parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect of its property, generally and unconditionally, to the personal
jurisdiction of the aforesaid courts and agrees that it will not bring any
action relating to this Agreement in any court other than the aforesaid courts.
Each of the parties hereto hereby irrevocably waives, and agrees not to assert
in any action or proceeding with respect to this Agreement, (i) any claim that
it is not personally subject to the jurisdiction of the above-named courts for
any reason, (ii) any claim that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise)
and (iii) to the fullest extent permitted by applicable legal requirements, any
claim that (A) the suit, action or proceeding in such court is brought in an
inconvenient forum, (B) the venue of such suit, action or proceeding is improper
or (C) this Agreement, or the subject matter hereof, may not be enforced in or
by such courts.


        10. Counterparts. This Agreement may be executed in one or
more counterparts which together shall constitute a single
agreement.

     

        11. Entire Agreement; Amendment and Waiver;
Successors and Assigns.

     

        This Agreement
contains the entire understanding of the parties hereto with respect to its
subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings between the parties other
than those expressly set forth herein. No modifications of this Agreement can be
made except in writing signed by an authorized representative of each the
Company and the Ramius Group. No failure on the part of any party to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of such right,
power or remedy by such party preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. The
terms and conditions of this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the parties hereto and their respective
successors, heirs, executors, legal representatives, and permitted assigns. No
party shall assign this Agreement or any rights or obligations hereunder
without, with respect to any member of the Ramius Group, the prior written
consent of the Company, and with respect to the Company, the prior written
consent of the Ramius Group. 

     

    - 7 -


     

    

    
    


        12. Nondisparagement.

     

        Each of the Parties
covenants and agrees that, for so long as either of the New Appointees or their
respective Replacement Director(s) is serving as a member of the Board, neither
it nor any of its respective subsidiaries, affiliates, successors, assigns,
officers, key employees or directors shall in any way disparage, attempt to
discredit, or otherwise call into disrepute, the other Parties or such other
Parties’ subsidiaries, affiliates, successors, assigns, officers (including any
current officer of a Party or a Parties’ subsidiaries who no longer serves in
such capacity following the execution of this Agreement), directors (including
any current director of a Party or a Parties’ subsidiaries who no longer serves
in such capacity following the execution of this Agreement), employees,
stockholders, agents, attorneys or representatives, or any of their products or
services, in any manner that would damage the business or reputation of such
other Parties, their products or services or their subsidiaries, affiliates,
successors, assigns, officers (or former officers), directors (or former
directors), employees, stockholders, agents, attorneys or
representatives.

     

    [The remainder of this page intentionally left
blank] 

     

    - 8 -


     

    

    
    


    IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered by the duly authorized
signatories of the parties as of the date hereof. 

     

    
      	 	SEACHANGE
      INTERNATIONAL, INC.
	
            	   
	 	By:   	/s/ Kevin Bisson
	
            	
            	Name:     Kevin Bisson
	
            	
            	Title:       Chief Financial
      Officer, Treasurer,
	 	 	                Secretary
      and Senior Vice President,
	 	 	                Finance
      and Administration
	       	 	 
	THE RAMIUS GROUP:	
            	
            
	 	
            	
            
	RAMIUS VALUE AND OPPORTUNITY	
            	RAMIUS ADVISORS, LLC
	MASTER FUND LTD	
            	By: Ramius LLC,
	By: RCG Starboard Advisors, LLC,	
            	    its sole
      member
	    its investment
      manager	
            	
            
	  	
            	RAMIUS LLC
	RAMIUS NAVIGATION MASTER FUND LTD	
            	By: Cowen Group, Inc.,
	By: Ramius Advisors, LLC,	
            	    its sole
      member
	    its investment
      advisor	
            	
            
	  	
            	COWEN GROUP, INC.
	RCG PB, LTD	
            	
            
	By: Ramius Advisors, LLC,	 	RCG HOLDINGS LLC
	    its investment
      advisor	
            	By: C4S & Co., L.L.C.,
	   	
            	    its managing
      member
	RAMIUS ENTERPRISE MASTER FUND LTD	
            	
            
	By: Ramius Advisors, LLC,	
            	C4S & CO., L.L.C.
	    its investment
      advisor	
            	
            
	  	
            	
            
	RCG STARBOARD ADVISORS, LLC	
            	
            
	By: Ramius LLC,	
            	
            
	    its sole
      member	
            	
            


    


    
      	By:   	/s/ Owen S.
      Littman
	
            	Name:   	Owen S. Littman
	
            	Title:	Authorized Signatory


    


    
      	/s/ Owen S.
      Littman
	OWEN S. LITTMAN
	Individually and as attorney-in-fact for Peter A.
	Cohen, Morgan B. Stark, Jeffrey M. Solomon
	and Thomas W. Strauss,


    


    - 9 -


     

    

    
    


    SCHEDULE
A 

    The Ramius Group 

     

    RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD 

    RAMIUS
NAVIGATION MASTER FUND LTD 

    RCG PB,
LTD 

    RAMIUS
ENTERPRISE MASTER FUND LTD 

    RAMIUS
ADVISORS, LLC 

    RCG
STARBOARD ADVISORS, LLC 

    RAMIUS
LLC 

    COWEN
GROUP, INC. 

    RCG
HOLDINGS LLC 

    C4S
& CO., L.L.C. 

    PETER A.
COHEN 

    MORGAN
B. STARK 

    THOMAS
W. STRAUSS 

    JEFFREY
M. SOLOMON 

     

    - 10 -


     

    

    
    


    EXHIBIT
B 

     

    

     

    
      	Contact:	      	Jim Sheehan	      	Martha Schaefer
	  	
            	SeaChange PR	 	SeaChange IR
	  	
            	1-978-897-0100 x3064	
            	1-978-897-0100 x3030
	  	 	jim.sheehan@schange.com	
            	martha.schaefer@schange.com


    


    SEACHANGE ANNOUNCES SETTLEMENT AGREEMENT WITH
RAMIUS
Edward Terino and Raghu Rau to Be Appointed to SeaChange Board of
Directors 

     

    ACTON, Mass. (June 3, 2010)
– SeaChange International,
Inc. (NASDAQ: SEAC), the leading provider of software and hardware solutions for
video-on-demand (VOD) television, announced today that it has reached an
agreement with Ramius LLC and certain of its affiliates. Under the terms of the
agreement, SeaChange will increase the size of its Board of Directors from six
(6) to eight (8) members, and appoint Edward Terino and Raghu Rau to its Board.
SeaChange will also nominate Edward Terino for election at the 2010 Annual
Meeting of Shareholders, which is scheduled for July 15, 2010. As part of the
settlement agreement, Ramius has withdrawn its nomination of director candidates
to SeaChange’s Board and will vote in favor of each of the Board’s nominees for
election at the 2010 Annual Meeting of Shareholders. 

     

         “We welcome open dialogue with and input from our shareholders, and are
pleased to have reached this agreement with Ramius,” commented Bill Styslinger,
Chairman and CEO of SeaChange. “We are delighted to add Ed and Raghu to the
Board, as each will bring extensive experience and a strong track record of
leadership to the SeaChange Board.” 

     

         Styslinger added, “Our Board and
management team remain committed to serving the best interests of all SeaChange
shareholders. We continue to explore strategic actions with regard to our
portfolio of businesses in order to deepen our focus on software while currently
taking action to improve the profitability of our video server business. Our
Company is committed to reaching pre-tax margins within the Software segment of
10% for the full year fiscal 2011 and 15% for the full year fiscal 2012 through
R&D cost reductions and other measures within our control, and the Media
Services segment is expected to continue its profitable growth. Our objective is
to achieve a 15% pre-tax margin for the entire Company.” 

     

         On behalf of Ramius, Peter Feld,
Managing Director, remarked, “We are pleased to have worked constructively with
SeaChange with the shared goal of enhancing value for all shareholders. We
support the Company’s strategy of focusing on its core software business and its
commitment to significantly improve the profitability of the Company. We are
confident that the appointments of Ed Terino and Raghu Rau to the Board will strengthen SeaChange and help to
create value for all shareholders.” 

     

        The complete
Agreement will be included as an exhibit to the Company’s Current Report on Form
8-K to be filed with the Securities and Exchange Commission.


     

    

    
    

     

    Mr. Edward Terino (56) 
     Mr. Terino is President of GET Advisory
Services, LLC, a strategic and financial management consulting firm focused on
the technology and maritime industries, which he founded in 2009. From 2005
until December 2008, Mr. Terino served as the Chief Executive Officer and Chief
Financial Officer of Arlington Tankers Ltd., an international seaborne
transporter of crude oil and petroleum products, where he successfully led the
merger of Arlington with General Maritime Corporation in late 2008. From 1996 to
2005, Mr. Terino held Senior Vice President and Chief Financial Officer
positions with several enterprise software companies including Art Technology
Group, Inc., a provider of Internet-based e-commerce and customer service
software focused on the Global 1000 market. Prior to Art Technology Group, Inc.,
Mr. Terino served as Senior Vice President, Chief Financial Officer, Treasurer
and Secretary of Applix, Inc., a provider of business intelligence software
solutions. Mr. Terino also spent eleven years at Houghton Mifflin Company, a
leading educational publisher in the U.S. in various senior financial management
positions and nine years at Deloitte & Touche in its consulting services
group. Mr. Terino was appointed to serve as a Director of S1 Corporation in
April 2007, Phoenix Technologies Ltd. In November 2009, and Baltic Trading
Limited in March 2010. Mr. Terino is Chairman of the Audit Committees and is a
member of the Compensation Committees for all three companies. From October 1999
until March 2006, Mr. Terino served as a Director of EBT International Inc.,
which was liquidated in 2006. Mr. Terino holds a B.S. degree from Northeastern
University and an MBA from Suffolk University. 

     

    Mr. Raghavendra Rau (61) 
     Mr. Raghavendra (Raghu) Rau, 61, is a
strategic advisor specializing in global marketing and business strategy and
venture capital and market development for high-technology companies. Mr. Rau
currently serves on the Marketing Advisory Board of Cleversafe, Inc., a provider
of dispersed data storage technologies, and on the Strategic Advisory Board of
IOCOM Integrated Communications, a provider of software and related services to
companies, research labs, and government institutions. From 1992 to 2008, Mr.
Rau held a number of positions with Motorola, Inc., including leadership
positions in marketing and strategy, most recently serving as the Senior Vice
President, Mobile TV Solutions Business from 2007 to 2008. Since May 2010, Mr.
Rau has also served as a director of Microtune, Inc., a designer of advanced
radio frequency electronics.


     

    About
SeaChange 
     SeaChange International is a leading provider
of software applications, services and integrated solutions for video-on-demand
(VOD), digital advertising, and content acquisition monetization and management.
Its powerful open VOD and advertising software and scalable hardware enable
cable and telco operators, as well as broadcasters, to provide new on-demand
services and to gain greater efficiencies in advertising and content delivery.
With its Emmy Award-winning and patented technology, thousands of SeaChange
deployments are helping broadband, broadcast and satellite television companies
to streamline operations, expand services and increase revenues. Headquartered
in Acton, Massachusetts, SeaChange has product development, support and sales
offices around the world. Visit www.schange.com.


     

    About Ramius
LLC 
     Ramius LLC is an investment advisor that
manages assets in a variety of alternative investment strategies. Ramius LLC is
headquartered in New York with offices located in London, Luxembourg, Tokyo,
Hong Kong and Munich. 

     

    

    
    

     

    Safe Harbor Provision 

     

    Statements in this
release may contain certain forward-looking statements. All statements included
in this release concerning activities, events or developments that SeaChange
expects, believes or anticipates will or may occur in the future are
forward-looking statements. Actual results could differ materially from the
results discussed in the forward-looking statements. Forward-looking statements
are based on current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors that may cause
actual results and performance to be materially different from any future
results or performance expressed or implied by forward-looking statements.
Further information on factors that could cause actual results to differ from
those anticipated is detailed in various publicly available documents made by
SeaChange from time to time with the Securities and Exchange Commission,
including but not limited to, those appearing at Item 1A under the caption “Risk
Factors” in SeaChange’s Annual Report on Form 10-K filed with the Commission on
April 9, 2010. Any forward-looking statements should be considered in light of
those factors. SeaChange cautions readers not to place undue reliance on any
such forward-looking statements, which speak as of the date they are made.
SeaChange disclaims any obligation to publicly update or revise any such
statements to reflect any change in SeaChange’s expectations or events,
conditions or circumstances on which any such statements may be based, or that
may affect the likelihood that actual results may differ from those set forth in
the forward-looking statements. 

     

    SeaChange will file a
proxy statement in connection with its 2010 Annual Meeting of Shareholders.
Shareholders are strongly advised to read the proxy statement when it becomes
available because it contains important information. Investors will be able to
obtain the proxy statement, any amendments or supplements to the proxy statement
and other documents filed by the Company with the SEC at www.sec.gov. Copies of
the proxy statement and any amendments and supplements will also be available
for free at the Company’s website at www.schange.com or by
writing to SeaChange, 50 Nagog Park, Acton, MA 01720, Attention: Investor
Relations. Detailed information regarding the names, affiliations and interests
of individuals who may be deemed participants in the solicitation of proxies of
the Company’s shareholders will be available on a Schedule 14A filed with the
SEC.