SEACHANGE INTERNATIONAL, INC.
Incentive Stock Option Agreement
SeaChange International, Inc., a Delaware corporation (the “Company”), hereby grants as <DATE> to <NAME> (the
“Employee”), an option to purchase a maximum of <number> shares (the “Option Shares”) of its Common Stock, $.01 par value
(“Common Stock”), at the price of __DOCTEXT__nbsp;per share, on the following terms and conditions:
1. Grant Under the 2005 Equity Compensation and Incentive Plan . This option is granted pursuant to and is governed by
the Company’s 2005 Equity Compensation and Incentive Plan (the “Plan”) and, unless the context otherwise requires, terms
used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pursuant to the
Plan shall be governed by the Plan as it exists on this date.
2. Grant as Incentive Stock Option; Other Options . This option is intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). This option is in addition to any other options
heretofore or hereafter granted to the Employee by the Company or any Subsidiary (as defined in the Plan), but a duplicate
original of this instrument shall not effect the grant of another option.
3. Vesting of Option if Employment Continues . For the purpose of determining the vesting of the option granted
hereunder, the vesting date will be <date> (the “Vesting Date”) and the option will vest over three years. If the Employee has
continued to be employed by the Company or any Subsidiary on the following dates, the Employee may exercise this option for
the number of shares of Common Stock set opposite the applicable date:
Notwithstanding the foregoing, in accordance with and subject to the provisions of the Plan, the Compensation and Option
Committee (the “Committee”) may, in its discretion, accelerate the date that any installment of this option becomes exercisable.
The foregoing rights are cumulative and, while the Employee continues to