Employee Separation Agreement and Voluntary Release, dated July 18, 2018, by and between the Company and Jon Rider

accrued but unused vacation time, subject to all ordinary payroll taxes and withholdings; and

your final pay earned through the Separation Date in accordance with applicable law.

this Agreement and the Severance Pay are neither intended to nor shall constitute a severance plan and shall confer no benefit on anyone other than the Company and you;

the Severance Pay provided for herein is not otherwise due or owing to you under any employment agreement (oral or written); and

any commission owed will be paid the following quarter in which the incentive is earned in occurrence with the regular commission cycle (not applicable); and

except for (1) unpaid regular wages, (2) any vacation time accrued through the Separation Date, which, as set forth above, shall be paid by the Company, (3) any vested monies due to you pursuant to the Company’s 401(k) savings plan; (4) any extended vesting as described in Section 3 above and (5) reimbursable business expenses as submitted for repayment prior to the Separation Date, you have been paid and provided all wages, vacation pay, holiday pay, equity, authorized, bonuses, and all other forms of compensation, benefit or remuneration that may be due to you now or which would have become due in the future in connection with your employment with or separation of employment from the Company.  

seek unemployment benefits as a result of your separation from the Company.  Decisions regarding eligibility for and amounts of unemployment benefits are made by the applicable state agency, not by the Company; and

elect to continue medical and/or dental insurance coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at your expense.  COBRA election forms and related documentation shall be provided to you after the Separation Date, and the “qualifying event” under COBRA shall be September 1, 2018; and

You will remain on the Company’s health insurance plans through August 31, 2018.

promptly return to the Company, on or before the Separation Date, all property (other than your laptop and cell phone) and documents (whether in hard copy or electronic form) of the Company in your custody and possession, and not retain any copies thereof;

abide by the terms of the Non-Disclosure Agreement a copy of which is included in the termination packet, and the terms of which are hereby incorporated into this Agreement by reference;

abide by any and all common law and/or statutory obligations relating to the protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information, and you specifically agree that you will not disclose any confidential or proprietary information that you acquired as an employee of the Company to any other person or entity, or use such information in any manner that is detrimental to the interests of the Company;  

keep confidential and not publicize or disclose the existence and terms of this Agreement, other than to (a) an immediate family member, legal counsel, accountant or financial advisor, provided that any such individual to whom disclosure is made shall be bound by these confidentiality obligations; or (b) a state or federal tax authority or government agency to which disclosure is mandated by applicable state or federal law; and

not make any statements that are disparaging about or adverse to the business interests of the Company or which are intended to harm the reputation of the Company, including, but not limited to, any statements that disparage any product, service, finances, employees, officers, directors, capability or any other aspect of the business of Company.  

You hereby acknowledge and agree that by signing this Agreement and accepting the Severance Pay, you are waiving your right to assert any Claim (as defined below) against SeaChange arising from acts or omissions that occurred on or before the Effective Date, except for claims related to the Company’s failure to perform its obligations under this Agreement, and except for any claims which, as a matter of law, cannot be released by private agreement.  

Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claims arising from or related to your employment relationship with the Company or the termination thereof, including without limitation:

OWBPA: Because you are at least forty (40) years of age, you have specific rights under the federal Age Discrimination in Employment Act (“ADEA”) and Older Workers Benefits Protection Act (“OWBPA”), which prohibit discrimination on the basis of age.  The release in this Section 7 is intended to release any Claim you may have against SeaChange alleging discrimination on the basis of age under the ADEA, OWBPA and other applicable laws.  Notwithstanding anything to the contrary in this Agreement, the release in this Section 7 does not cover rights or Claims under the ADEA that arise from acts or omissions that occur after the date you sign this Agreement.

Consistent with federal and state laws, nothing in this Agreement (including but not limited to the release of claims, confidentiality, cooperation, and non-disparagement provisions) shall be construed to prevent you from communicating or filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other any federal, state or local agency charged with the enforcement of any laws, or from exercising rights under Section 6 of the National Labor Relations Act to engage in joint activity with other employees, although by signing this Agreement you are waiving and hereby do waive any and all rights to individual relief (monetary or otherwise) based on claims asserted in such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of individual relief is prohibited.

This Section 7 shall not limit (a) the rights granted to you in your Indemnification Agreement between you and the Company dated January 31, 2017, (b) any reimbursements that may be owed to you under Section 8(i) of this Agreement and (c) any reimbursements that may be owed to you under Section 8(ii) of this Agreement.

For a period of three (3) months after the Separation Date (the “Cooperation Period”), you agree to make yourself available to the Company, upon reasonable notice (either by telephone or, if the Company believes necessary, in person) and at reasonable times to assist the Company in any matter relating to the services performed by you during your employment with the Company including, but not limited to, transitioning your duties to others.  The Company will reimburse you for any reasonable, out-of-pocket expenses that you may incur in providing such assistance, so long as you first obtain written pre-approval.

You further agree to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company or its successor(s), including any claim or action against its and their directors, officers and employees.  Your cooperation in connection with such claims or actions shall include, without limitation, your being reasonably available (in a manner that does not unreasonably interfere with any employment obligations you may have) to speak or meet with the Company to prepare for any proceeding, to provide truthful affidavits, to assist with any audit, inspection, proceeding or other

inquiry, and to act as a witness in connection with any litigation or other legal proceeding affecting the Company.  The Company will reimburse you for any reasonable, out-of-pocket expenses that you may incur in providing such assistance, so long as you first obtain written pre-approval.

Except for the Non-Disclosure Agreement referenced in Section 6(ii) above and the Indemnification Agreement referenced in Section 7(v) above, both of which shall remain in full force and effect in accordance with their respective terms, this Agreement supersedes any and all prior oral and/or written agreements, and sets forth the entire agreement between the Company and you in respect of your separation from the Company.  

No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the Company and you.  

The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full.

The validity, interpretation and performance of this Agreement, and any and all other matters relating to your employment and separation of employment from the Company, shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to conflict of law principles.  Both parties agree that any action, demand, claim or counterclaim relating to (a) your employment and separation of your employment, and/or (b) the terms and provisions of this Agreement or to its breach, shall be commenced in the Commonwealth of Massachusetts in a court of competent jurisdiction and that venue for such actions shall lie exclusively in Massachusetts.  You also agree that a court in Massachusetts will have personal jurisdiction over you, and you waive any right to raise a defense of lack of personal jurisdiction by such a court.