EXHIBIT
      A


    EXHIBIT
      10.4

     

    PERFICIENT,
      INC.

    AMENDED
      AND RESTATED 1999 STOCK OPTION/STOCK ISSUANCE PLAN

     

    RESTRICTED
      STOCK AWARD AGREEMENT

     

    


    
      	
              To:
                [NAME]

            	
              Date
                of Grant: [DATE]

            	
              Number
                of Shares:[SHARES]

            


    

    


    PERFICIENT,
      INC., a Delaware corporation, (the “Corporation”),
      is
      pleased to grant you (the “Award”)
      the
      aggregate number of Restricted Shares of the Corporation’s authorized Common
      Stock, par value $0.001 per share, listed above, subject to the terms and
      conditions set forth in this Restricted Stock Award Agreement (this
“Agreement”).
      This
      Award is granted pursuant to the Perficient, Inc. Amended and Restated 1999
      Stock Option/Stock Issuance Plan, which was adopted effective May 3, 1999,
      a
      copy of which has been furnished to you and shall be deemed a part of this
      Agreement as if fully set forth herein. If any provision of this Agreement
      conflicts with the expressly applicable terms of the Plan, the provisions of
      the
      Plan shall control and, if necessary, the applicable provisions of the Agreement
      shall be deemed to be amended to comply with the terms of the Plan. The Date
      of
      Grant of the Award and the number of Restricted Shares subject to this Award
      are
      stated above. Terms capitalized but not defined herein shall have the meaning
      set forth in the Plan. 

     

    This
      Agreement sets forth the terms of the agreement between you and the Corporation
      with respect to the Restricted Shares. By accepting this Agreement, you agree
      to
      be bound by all of the terms hereof.

     

    1.    Definitions.
      As used
      in this Agreement, the following terms have the meanings yet forth
      below:

     

    (a) “Agreement”
means
      this Restricted Stock Award Agreement.

     

    (b) “Award”
has
      the
      meaning set forth in the first paragraph of this Agreement.

     

    (c) “Board
      of Directors”
means
      the board of directors of the Corporation.

     

    (d) “Business
      Day”
means
      any day other than a Saturday, a Sunday or a day on which banking institutions
      in the State of Texas are authorized or obligated by law or executive order
      to
      close.

     

    (e) “Committee”
means
      the Compensation Committee of the Board of Directors.

     

    (f) “Common
      Stock”
means
      the authorized common stock, par value $.001 per share, as described in the
      Corporation’s Certificate of Incorporation.

     

    (g) “Corporate
      Transaction”
means
      either
      of
      the following stockholder-approved transactions to which the Corporation is
      a
party:

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

    (i) a
      merger
      or consolidation in which securities possessing more than fifty percent (50%)
      of
      the total combined voting power of the Corporation’s outstanding securities are
      transferred to a person or persons different from the persons holding those
      securities immediately prior to such transaction, or

     

    (ii) the
      sale,
      transfer or other disposition of all or substantially all of the Corporation’s
      assets in complete liquidation or dissolution of the Corporation.

     

    (h) “Corporation”
means
      Perficient, Inc., a Delaware corporation.

     

    (i) “Date
      of Grant”
means
      the date designated as such in the first paragraph of this
      Agreement.

     

    (j) “Employee”
means
      an individual who is in the employ of the Corporation (or any Parent or
      Subsidiary), subject to the control and direction of the employer entity as
      to
      both the work to be performed and the manner and method of
      performance.

     

    (k) “Exchange
      Act”
means
      the Securities Exchange Act of 1934.

     

    (l) “Fair
      Market Value”
per
      share of Common Stock on any relevant date shall be determined in accordance
      with the following provisions:

     

    (i) If
      the
      Common Stock is at the time traded on the Nasdaq National Market, then the
      Fair
      Market Value shall be the closing selling price per share of Common Stock on
      the
      date in question, as the price is reported by the National Association of
      Securities Dealers on the Nasdaq National Market. If there is no closing selling
      price for the Common Stock on the date in question, then the Fair Market Value
      shall be the closing selling price on the last preceding date for which such
      quotation exists;

     

    (ii) If
      the
      Common Stock is at the time listed on any Stock Exchange, then the Fair Market
      Value shall be the closing selling price per share of Common Stock on the date
      in question on the Stock Exchange determined by the Board to be the primary
      market for the Common Stock, as such price is officially quoted in the composite
      tape of transactions on such exchange. If there is no closing selling price
      for
      the Common Stock on the date in question, then the Fair Market Value shall
      be
      the closing selling price on the last preceding date for which such quotation
      exists; or

     

    (iii) If
      shares
      of Common Stock are not traded on the Nasdaq National Market as provided in
      subparagraph (i) or listed on any Stock Exchange as provided in subparagraph
      (ii) as of the date of determining Fair Market Value, then the Fair Market
      Value
      shall be determined in good faith by the Plan Administrator which determination
      shall be conclusive for all purposes.

     

    (m) “Involuntary
      Termination”
means
      the termination of your Service which occurs by reason of:

     

    (i) Your
      involuntary dismissal or discharge by the Corporation for reasons other than
      Misconduct, or

     

    
      
         

      

      
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    (ii) Your
      voluntary resignation following (A) a change in your position with the
      Corporation (or the Parent or the Subsidiary employing you) which materially
      reduces your duties and responsibilities or the level of management to which
      you
      report, (B) a reduction in your level of compensation (including base salary,
      fringe benefits and target bonus under any corporate performance-based bonus
      or
      incentive programs) by more than fifteen percent (15%) or (C) a relocation
      of
      your place of employment by more than fifty (50) miles, provided and only if
      such change, reduction or relocation is effected without your
      consent.

     

    (n) “Misconduct”
      means
the
      commission of any act of fraud,
      embezzlement or dishonesty by you, any unauthorized
      use or disclosure by you of confidential information or trade
      secrets of the Corporation (or any Parent or Subsidiary), or any intentional
      wrongdoing by you, whether by omission or commission, which adversely
      affects the business or affairs of the Corporation (or any Parent or
Subsidiary)
      in a material manner. This shall not limit the grounds for the dismissal
      or discharge of any person in the Service of the Corporation (or any
Parent
      or
      Subsidiary).

     

    (o) “Nasdaq”
means
      the National Association of Securities Dealers, Inc. Automated Quotations,
      Inc.

     

    (p) “Stock”
means
      Common Stock, or any other securities that are substituted for Stock as provided
      in Paragraph 7.

     

    (q) “Parent”
means
      any corporation (other than the Corporation) in an unbroken chain of
      corporations ending with the Corporation, provided each corporation in the
      unbroken chain (other than the Corporation) owns, at the time of the
      determination, stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

     

    (r) “Restricted
      Shares”
means
      the shares of Stock subject to the restrictions specified in Paragraph 4 of
      this
      Agreement.

     

    (s) “Service”
means
      your performance of services for the Corporation (or any Parent or Subsidiary)
      in the capacity of an Employee, a non-employee member of the board of directors
      or a consultant or independent advisor. With respect to the Restricted Shares,
      the Committee may, in its sole discretion, determine that if you are on leave
      of
      absence for any reason you will be considered to still be in Service to the
      Corporation.

     

    (t) “Subsidiary”
means
      any corporation (other than the Corporation) in an unbroken chain of
      corporations beginning with the Corporation, provided each corporation (other
      than the last corporation) in the unbroken chain owns, at the time of the
      determination, stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

     

    2.     Escrow
      of Restricted Shares.
      The
      Corporation shall issue in your name a certificate or certificates representing
      the Restricted Shares and retain that certificate or those certificates until
      the restrictions on such Restricted Shares expire as described in Paragraph
      5 of
      this Agreement or the Restricted Shares are forfeited as contemplated in
      Paragraph 4 of this Agreement. You shall execute one or more stock powers in
      blank for those certificates and deliver those stock powers to the Corporation.
      You hereby agree that the Corporation shall hold the certificate or certificates
      representing the Restricted Shares and the related stock powers pursuant to
      the
      terms of this Agreement until such time as such certificate or certificates
      are
      either delivered to you or canceled pursuant to this Agreement.

     

    
      
         

      

      
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    3.     Ownership
      of Restricted Shares.
      From
      and after the time that a certificate or certificates representing the
      Restricted Shares has been issued in your name, you will be entitled to all
      the
      rights of absolute ownership of the Restricted Shares, including the right
      to
      vote those shares and to receive dividends thereon if, as, and when declared
      by
      the Board of Directors, subject, however, to the terms, conditions and
      restrictions set forth in this Agreement.

     

    4.     Restrictions;
      Forfeiture.
      The
      Restricted Shares are restricted in that they may not be sold, transferred
      or
      otherwise alienated or hypothecated until such restrictions are removed or
      expire as described in Paragraph 5 of this Agreement. The Restricted Shares
      are
      also restricted in the sense that they may be forfeited to the Corporation.
      You
      hereby agree that if the Restricted Shares are forfeited as provided in
      Paragraph 6, the Corporation shall have the right to deliver the certificate(s)
      representing the Restricted Shares, along with the stock power(s) described
      in
      Paragraph 2 of this Agreement, to the Corporation’s transfer agent for
      cancellation or, at the Corporation’s election, for transfer to the Corporation
      to be held by the Corporation in treasury or any designee of the
      Corporation.

     

    5.     Expiration
      of Restrictions and Risk of Forfeiture.
      The
      restrictions on all of the Restricted Shares granted pursuant to this Agreement
      will expire and become transferable and nonforfeitable according to the schedule
      set forth in this Paragraph 5; provided, however, that such restrictions will
      expire on such dates only if you have been performing Service continuously
      since
      the Date of Grant through the applicable vesting date. 

     

    
      	
              On
                or After Each of the Following 

              Vesting
                Dates

            	
              Cumulative
                Percentage of Shares as to 

              Which
                the Restricted Shares are 

              Transferable
                and Nonforfeitable

            
	
              [DATE]

            	
              [NUMBER]%

            
	
              [DATE]

            	
              [NUMBER]%

            
	
              [DATE]

            	
              [NUMBER]%

            
	
              [DATE]

            	
              [NUMBER]%

            
	
              [DATE]

            	
              [NUMBER]%

            


    

     

    6.    Termination
      of Service.

     

    (a) Intentionally
      Left Blank

     

    (b) Other
      Termination.
      If your
      Service is terminated for any reason, including your death or disability, then
      that portion, if any, of this Award for which restrictions have not lapsed
      as of
      the date of termination shall become null and void; provided, however, that
      the
      portion, if any, of this Award for which restrictions have expired as of the
      date of such termination shall survive such termination.

     

    
      
         

      

      
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    7.    Adjustment
      Provisions.

     

    Adjustment
      of Award.
      The
      terms of the Award and the number of Restricted Shares granted hereunder shall
      be subject to adjustment, from time to time, in accordance with the following
      provisions:

     

    (a) If
      at any
      time or from time to time, the Corporation shall subdivide as a whole (by
      reclassification, by a Stock split, by the issuance of a distribution on Stock
      payable in Stock, or otherwise) the number of shares of Stock then outstanding
      into a greater number of shares of Stock, then the number of Restricted Shares
      granted under the Award shall be increased proportionately.

     

    (b) If
      at any
      time or from time to time the Corporation shall consolidate as a whole (by
      reclassification, reverse Stock split, or otherwise) the number of shares of
      Stock then outstanding into a lesser number of shares of Stock, the number
      of
      Restricted Shares granted under the Award shall be decreased
      proportionately.

     

    (c) Whenever
      the number of Restricted Shares subject to the Award is required to be adjusted
      as provided in this Paragraph 7 the Corporation shall, within thirty (30) days
      following such adjustment, prepare and give to you a notice setting forth,
      in
      reasonable detail, the event requiring adjustment, the amount of the adjustment,
      the method by which such adjustment was calculated, and the change in the number
      of Restricted Shares subject to the Award after giving effect to the
      adjustment.

     

    (d) Adjustments
      under Paragraphs 7(a) and (b) shall be made by the Committee, and its
      determination as to what adjustments shall be made and the extent thereof shall
      be final, binding and conclusive. No fractional interest shall be issued on
      account of any such adjustments.

     

    8.    Delivery
      of Certificates of Stock.
      Promptly following the expiration of the restrictions on the Restricted Shares
      as contemplated in Paragraph 5 of this Agreement, and subject to Paragraph
      9,
      the Corporation shall cause to be issued and delivered to you or your designee
      a
      certificate representing the number of Restricted Shares as to which
      restrictions have lapsed, free of any restrictive legend relating to the lapsed
      restrictions, upon receipt by the Corporation of any tax withholding as may
      be
      requested. The value of such Restricted Shares shall not bear any interest
      owing
      to the passage of time.

     

    9.    Conditions
      to Delivery of Stock.
      Nothing
      herein shall require the Corporation to issue any shares with respect to the
      Award if that issuance would, in the opinion of counsel for the Corporation,
      constitute a violation of the Securities Act of 1933 or any similar or
      superseding statute or statutes, any other applicable statute or regulation,
      or
      the rules of any applicable securities exchange or securities association,
      as
      then in effect. 

     

    10.    Securities
      Act Legend.
      Certificates for shares of Stock, when issued, may have the following legend,
      or
      statements of other applicable restrictions endorsed thereon and may not be
      immediately transferable:

     

    
      
         

      

      
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    THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT
      BE
      OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL
      THE
      HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE
      DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO
      THE
      ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL
      NOT
      VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

     

    This
      legend shall not be required for shares of Stock issued pursuant to an effective
      registration statement under the Securities Act of 1933.

     

    11.   Legend
      Regarding Restrictions on Transfer.
      Each
      certificate representing shares issued to you pursuant to this Agreement shall
      bear the following legend with respect to the restrictions on transferability
      contained in this Agreement:

     

    THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
      ON
      TRANSFERABILITY IMPOSED BY THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN
      PERFICIENT, INC. (THE “CORPORATION”) AND __________________ DATED AS OF
      _____________________, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE ALIENATED
      OR HYPOTHECATED EXCEPT AS THEREIN PROVIDED. THE CORPORATION WILL FURNISH A
      COPY
      OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON
      REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED
      OFFICE.

     

    12.    Rights
      as a Stockholder.
      You
      shall have no right as a stockholder with respect to any Restricted Shares
      until
      a certificate representing those shares is issued in your name. No adjustment
      shall be made for dividends (ordinary or extraordinary, whether in cash or
      other
      property) or distributions or other rights for which the record date is before
      the date that certificate is issued, except as contemplated by Paragraph
      7.

     

    13.    Furnish
      Information.
      You
      agree to furnish to the Corporation all information requested by the Corporation
      to enable it to comply with any reporting or other requirement imposed upon
      the
      Corporation by or under any applicable statute or regulation.

     

    14.    Remedies.
      The
      Corporation shall be entitled to recover from you reasonable attorneys’ fees
      incurred in connection with the enforcement of the terms and provisions of
      this
      Agreement whether by an action to enforce specific-performance or for damages
      for its breach or otherwise.

     

    
      
         

      

      
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    15.    Information
      Confidential.
      As
      partial consideration for the granting of the Award hereunder, you hereby agree
      with the Corporation that you will keep confidential all information and
      knowledge that you have relating to the terms and conditions of this Agreement;
      provided, however, that such information may be disclosed as required by law
      and
      may be given in confidence to your spouse, tax and financial advisors, or to
      a
      financial institution to the extent that such information is necessary to secure
      a loan. In the event any breach of this promise comes to the attention of the
      Corporation, it shall take into consideration that breach in determining whether
      to recommend the grant of any future similar award to you, as a factor
      militating against the advisability of granting any such future award to
      you.

     

    16.    Consideration.
      No
      restriction on the Restricted Shares shall lapse unless and until you have
      performed services for the Corporation or any of its Subsidiaries that the
      Corporation believes is equal to or greater in value than the par value of
      the
      Stock subject to this Award.

     

    17.    Payment
      of Taxes.
      The
      Corporation may from time to time, in its discretion, require you to pay to
      the
      Corporation (or a Subsidiary or Parent if you are an employee of a Subsidiary
      or
      Parent), the amount that the Corporation deems necessary to satisfy the
      Corporation’s or its Parent’s or its Subsidiary’s current or future obligation
      to withhold federal, state or local income or other taxes that you incur as
      a
      result of the Award. With respect to any required tax withholding, you may
      a)
      direct
      the Corporation to withhold from the shares of Stock to be issued to you the
      number of shares necessary to satisfy the Corporation’s obligation to withhold
      taxes, that determination to be based on the shares’ Fair Market Value at the
      time as of which such determination is made; b)
      deliver
      to the Corporation sufficient shares of Stock to satisfy the Corporation’s tax
      withholding obligations, based on the shares’ Fair Market Value at the time as
      of which such determination is made; or c)
      deliver
      sufficient cash to the Corporation to satisfy its tax withholding obligations.
      If you elect to use such a stock withholding feature, you must make the election
      at the time and in the manner that the Corporation prescribes. The Corporation
      may, at its sole option, deny your request to satisfy withholding obligations
      through Stock instead of cash. In the event the Corporation subsequently
      determines that the aggregate Fair Market Value (as determined above) of any
      shares of Stock withheld as payment of any tax withholding obligation is
      insufficient to discharge that tax withholding obligation, then you shall pay
      to
      the Corporation, immediately upon the Corporation’s request, the amount of that
      deficiency.

     

    18.    Right
      of the Corporation, Parent and Subsidiary to Terminate
      Service.
      Nothing
      contained in this Agreement shall confer upon you the right to continue in
      Service with the Corporation or any Parent or any Subsidiary, or interfere
      in
      any way with the rights of the Corporation or any Parent or any Subsidiary
      to
      terminate your Service at any time.

     

    19.    No
      Liability for Good Faith Determinations.
      The
      Corporation and the members of the Board of Directors shall not be liable for
      any act, omission or determination taken or made in good faith with respect
      to
      this Agreement or the Restricted Shares granted hereunder.

     

    20.    Amendment.
      The
      Option may be amended by the Board or by the Committee at any time d)
      if the
      Board or the Committee determines, in its sole discretion, that amendment is
      necessary or advisable in light of any addition to or change in any federal
      or
      state, tax or securities law or other law or regulation, which change occurs
      after the Date of Grant and by its terms applies to the Option; or e)
      other
      than in the circumstances described in clause (a) or provided in the Plan,
      with
      your consent. 

     

    
      
         

      

      
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    21.    Execution
      of Receipts and Releases.
      Any
      payment of cash or any issuance or transfer of shares of Stock or other property
      to you, or to your legal representative, heir, legatee or distributee, in
      accordance with the provisions hereof, shall, to the extent thereof, be in
      full
      satisfaction of all claims of such persons hereunder. The Corporation may
      require you or your legal representative, heir, legatee or distributee, as
      a
      condition precedent to such payment or issuance, to execute a release and
      receipt therefor in such form as it shall determine. 

     

    22.    No
      Guarantee of Interests.
      The
      Board of Directors and the Corporation do not guarantee the Stock of the
      Corporation from loss or depreciation.

     

    23.    Corporation
      Records.
      Records
      of the Corporation or its Subsidiaries regarding your period of Service,
      termination of Service and the reason therefor, leaves of absence,
      re-employment, and other matters shall be conclusive for all purposes hereunder,
      unless determined by the Corporation to be incorrect.

     

    24.    Corporation
      Action.
      Any
      action required of the Corporation shall be by resolution of its Board of
      Directors or by a person authorized to act by resolution of the Board of
      Directors.

     

    25.    Severability.
      If any
      provision of this Agreement is held to be illegal or invalid for any reason,
      the
      illegality or invalidity shall not affect the remaining provisions hereof,
      but
      such provision shall be fully severable and this Agreement shall be construed
      and enforced as if the illegal or invalid provision had never been included
      herein.

     

    26.    Notices.
      Whenever any notice is required or permitted hereunder, such notice must be
      in
      writing and personally delivered or sent by mail. Any such notice required
      or
      permitted to be delivered hereunder shall be deemed to be delivered on the
      date
      on which it is personally delivered, or, whether actually received or not,
      on
      the third Business Day after it is deposited in the United States mail,
      certified or registered, postage prepaid, addressed to the person who is to
      receive it at the address which such person has theretofore specified by written
      notice delivered in accordance herewith. 

     

    The
      Corporation and you agree that any notices shall be given to the Corporation
      or
      to you at the following address; provided that the Corporation or you may
      change, at any time and from time to time, by written notice to the other,
      the
      address which it or he had previously specified for receiving
      notices.

     

    
      	
              Corporation
                or Board of 

              Directors:

            	 
	
              Holder:

            	
              At
                your current address as shown in the 

              Corporation’s
                records

            


    

    


    
      
         

      

      
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    27.    Waiver
      of Notice.
      Any
      person entitled to notice hereunder may waive such notice.

     

    28.    Successors.
      This
      Agreement shall be binding upon you, your legal representatives, heirs, legatees
      and distributees, and upon the Corporation, its successors and
      assigns.

     

    29.    Headings.
      The
      titles and headings of Paragraphs are included for convenience of reference
      only
      and are not to be considered in construction of the provisions hereof.


     

    30.    Governing
      Law.
      All
      questions arising with respect to the provisions of this Agreement shall be
      determined by application of the laws of the State of Texas except to the extent
      Texas law is preempted by federal law. The obligation of the Corporation to
      sell
      and deliver Stock hereunder is subject to applicable laws and to the approval
      of
      any governmental authority required in connection with the authorization,
      issuance, sale, or delivery of such Stock.

     

    31.    Word
      Usage.
      Words
      used in the masculine shall apply to the feminine where applicable, and wherever
      the context of this Agreement dictates, the plural shall be read as the singular
      and the singular as the plural.

     

    [THE
      REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]

     

     

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Corporation has caused this Agreement to be executed by its duly authorized
      officer as of the Date of Grant first above written.

     

    
      	 	 	 
	 	PERFICIENT,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
[NAME]
	 	[TITLE] 


    

     

    
      	ACKNOWLEDGED
              AND AGREED:	 	 	 
	 	 	 	 
	
              

            	 	 	
            
	[NAME]	 	 	



     

    
      
         

      

      
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