Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Fiscal 2023 Incentive Bonus Plans
On September 29, 2022, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of SeaChange International, Inc. ("SeaChange")
established short-term and long-term incentive bonus plans for the fiscal year
("fiscal 2023") ending January 31, 2023 (the "Short-Term Plan", and the
"Long-Term Plan", respectively, and together, the "2023 Plans") for Peter D.
Aquino, our Chief Executive Officer and Chairman of the Board; and Kathleen
Mosher, our Chief Financial Officer, Senior Vice President and Treasurer; each
of whom is an executive officer of SeaChange (collectively, the "executive
officers"). The 2023 Plans are designed to attract, motivate, retain and reward
SeaChange's executive officers, while aligning their interests with those of our
stockholders.
The below-described 2023 Plans were established by the Committee after giving
consideration to compensation practices of SeaChange's peer companies, and
commentary regarding executive compensation trends and practices, including that
published by Institutional Shareholder Services.
Short-Term Plan
Under the Short-Term Plan, Mr. Aquino will be eligible to receive a target bonus
of $210,000 and Ms. Mosher will be eligible to receive a target bonus of
$60,000.
Up to 90% of the executive officers' respective target bonuses will be payable
based upon SeaChange's achievement of two financial metrics (i) total revenue
and EBITDA (the "Short-Term Financial Goals") during fiscal 2023 (the "Financial
Goals Component"), and (ii) the remaining 10% of the executive officers'
respective target bonuses will be payable for each executive's individual
performance. If SeaChange meets: (i) certain threshold Short-Term Financial
Goals, the executive officers will receive 75% of their respective Financial
Goals Component; (ii) target Short-Term Financial Goals, the executive officers
will receive 100% of their respective Financial Goals Component; and
(iii) stretch Short-Term Financial Goals, the executive officers will receive
120% of their respective Financial Goals Component, with bonuses calculated
based on linear interpolation for performance between threshold and stretch
achievement of the Short-Term Financial Goals. In addition, the Committee has
the discretion to award an additional maximum stretch amount for a total bonus
payment of up to $350,000 for Mr. Aquino and $80,000 for Ms. Mosher.
The bonuses are payable in cash and are determined upon the conclusion of fiscal
2023.
Long-Term Plan
Under the Long-Term Plan, and pursuant to the terms of SeaChange's Amended and
Restated 2021 Compensation and Incentive Plan (the "2021 Plan"), the Section 16
Officer Restricted Stock Unit Agreement, and the Section 16 Officer Performance
Stock Unit Agreement (collectively, the "Grant Documents"), SeaChange has made
the following equity incentive awards, each with a grant date of September 29,
2022:
• 350,000 time-based restricted stock units ("RSUs") and 350,000
performance-based RSUs ("PSUs") to Mr. Aquino, and
• 60,000 time-based RSUs and 60,000 PSUs to Ms. Mosher.
The RSUs shall vest in four equal tranches on March 29, 2023, September 29,
2023, September 29, 2024 and September 29, 2025. In the event of a Change in
Control (as defined in the 2021 Plan) of SeaChange, all of the RSUs shall vest
in their entirety immediately prior to the Change in Control.
One quarter of the PSUs shall vest on March 29, 2023, and the remaining three
quarters of the PSUs shall vest on the attainment of a closing share price of
$2.50 that must be held for twenty (20) consecutive trading days within the
three (3) years from the grant date. In the event of a Change in Control of
SeaChange, if the PSUs have not vested on the attainment of the $2.50 closing
stock
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price for twenty (20) consecutive trading days, then (i) if the Change in
Control occurs before March 29, 2023, then no unvested PSUs shall vest; (ii) if
the Change in Control occurs on or after March 29, 2023, but before
September 29, 2023, then one quarter of the PSUs shall vest immediately prior to
the Change in Control; (iii) if the Change in Control occurs on or after
September 29, 2023, but before September 29, 2024, then one half of the of the
PSUs shall vest immediately prior to the Change in Control; (iv) if the Change
in Control occurs on or after September 29, 2024, but before September 29. 2025,
then three quarters of the of the PSUs shall vest immediately prior to the
Change in Control; or (v) if the Change in Control occurs on or after
September 29, 2025, then all PSUs shall vest immediately prior to the Change in
Control. Those PSUs that do not vest pursuant to the above Change in Control
provisions shall be forfeited on a Change of Control.
The foregoing does not purport to be a complete description of each of the Grant
Documents and is qualified in its entirety to the Grant Documents filed herewith
as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following Exhibit is attached to this report:
Exhibit
No. Description
10.1 SeaChange International, Inc. Amended and Restated 2021 Compensation
and Incentive Plan and forms of Non-Employee Director Deferred Stock
Unit Agreement, Non-Employee Director Restricted Stock Unit Agreement,
Employee Restricted Stock Unit Agreement, Employee Performance Stock
Unit Agreement, Section 16 Officer Restricted Stock Unit Agreement,
Section 16 Officer Performance Stock Unit Agreement, Incentive Stock
Option Agreement and Non-Qualified Stock Option Agreement thereunder
(filed as Exhibit 99.1 to SeaChange's Registration Statement on
Form S-8 previously filed on September 16, 2022 with the SEC and
incorporated herein by reference).
104 Cover Page Interactive Data File, formatting Inline Extensible
Business Reporting Language (iXBRL).
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