| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Fiscal 2021 Long-Term Incentive Bonus Plan
On May 27, 2020, SeaChange International, Inc. (the “SeaChange”) filed a Current Report on Form8-K (the “Prior8-K”) to disclose that the Compensation Committee (the “Committee”) of the Board of Directors of SeaChange established short-term and long-term incentive bonus plans for the fiscal year ending January 31, 2021 (the “Short-Term Plan”, and the “Long-Term Plan”, respectively) for Yossi Aloni, our President and Chief Executive Officer; Michael Prinn, our Chief Financial Officer, Senior Vice President and Treasurer; Marek Kielczewski, our Chief Technology Officer and Senior Vice President; and Chad Hassler, our Chief Commercial Officer and Senior Vice President; each of whom is a named executive officer of SeaChange. This amended Current Report on Form8-K (the “Amended8-K”) is being filed because, due to an administrative error, the Prior8-K incorrectly characterized certain components of the Long-Term Plan, including the metrics used for calculating the number of stock options granted to Mr. Aloni and the exercise price of such stock options, and the metrics used for the calculation of the number of shares underlying the performance stock unit (“PSU”) and restricted stock unit (“RSU”) awards granted to each of Messrs. Prinn, Kielczewski and Hassler.
As described in the Prior8-K, the following equity incentive awards were granted pursuant to the Long-Term Plan:
| | • | | stock options equal in value to $650,000 to Mr. Aloni; |
| | • | | PSUs equal in value to $150,000 and RSUs equal in value to $50,000 to Mr. Prinn; |
| | • | | PSUs equal in value to $307,500 and RSUs equal in value to $102,500 to Mr. Kielczewski; and |
| | • | | PSUs equal in value to $195,000 and RSUs equal in value to $65,000 to Mr. Hassler. |
This Amended8-K clarifies that the number of shares underlying each award is equal to the value of the award divided by $3.50, and that the exercise price applicable to Mr. Aloni’s stock option award is $3.50. The Committee also wishes to disclose that the Performance Goal (as such term is defined in the Prior8-K) is $3.50, subject to adjustment for extraordinary,non-recurring items, as determined by the Committee.
All other information contained in the Prior8-K, including, but not limited to, the description of the Short-Term Plan and the vesting and other material terms of the Long-Term Plan, remains unchanged.
