Amendment, dated as of December 18, 2008



 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 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. 
 (a) 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 of services to the Company and its affiliates
decreases and is expected to remain at a level equal to twenty percent (20%) or less of the average level of services performed by the Executive during the immediately preceding 36-month period. 
 (b) If the Executive is a “specified employee” as defined in Section 409A with respect to the Company upon his separation
from service, then any payment required hereunder, to the extent such payment would constitute deferred compensation for purposes of Section 409A that is payable on account of the Executive’s separation from service, shall be deferred and
shall not be paid to the Executive until the date that is the later of (1) the date such payment is due under the terms of this Agreement, or (2) 6 months and 1 day following the date of the Executive’s separation from service.

 (c) It is intended that each installment, if any, of the payments and benefits constituting Deferred Compensation shall be
treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted
or required by Section 409A. 
 (d) All reimbursements and in-kind benefits provided under this Agreement shall be made
or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements that are taxable income to the Executive shall in
no event be paid later than the last day of the second taxable year following the taxable year in which the Executive separated from service. With regard to any provision herein for reimbursement of costs and expenses or in-kind benefits, except as
permitted by Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable
year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, 








 
provided that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the
Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in
which the expense was incurred. 
 4. In all other respects, the Agreement shall remain in full force and effect. 

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 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed as of the day and year
first set forth above. 
  

			
	SEACHANGE INTERNATIONAL, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	  

	[Name of Employee], Individually