Exhibit 10.6


 


US EMPLOYEES


 


MAJESCO


2015 EQUITY INCENTIVE
PLAN


NOTICE OF RESTRICTED
STOCK UNIT AWARD


 


Unless otherwise defined herein, the terms
defined in the Majesco (the “Company”) 2015 Equity Incentive Plan (the “Plan”) shall have
the same meanings in this Notice of Restricted Stock Unit Award (the “Notice”).


 


Name:


 


Address:


 


You (“Participant”)
have been granted an award of Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions
of the Plan, this Notice and the attached Restricted Stock Unit Award Agreement (the “Award Agreement”).


 


	Grant Number:	 	 
	 	 	 
	Number of RSUs:	 	 
	 	 
	Date of Grant:	 	 
	 	 
	Vesting Commencement Date:	 	 
	 	 
	Vesting Schedule:	 	
        Subject to the limitations set forth in this Notice, the Plan and
        the Award Agreement, the RSUs will vest in accordance with the following schedule:

         

        [Insert vesting schedule]



 


By accepting (whether in writing, electronically
or otherwise) the RSUs, Participant acknowledges and agrees to the following:


 


Participant understands that Participant’s
employment or consulting relationship or service with the Company is for an unspecified duration, can be terminated at any time
(i.e., is “at-will”), and that nothing in this Notice, the Award Agreement or the Plan changes the at-will nature of
that relationship. Participant acknowledges that the vesting of the RSUs pursuant to this Notice is earned only by continuing service
as an Employee, Director or Consultant of the Company. Participant also understands that this Notice is subject to the terms and
conditions of both the Award Agreement and the Plan, both of which are incorporated herein by reference. Participant has read both
the Award Agreement and the Plan. By accepting this RSU, Participant consents to the electronic delivery as set forth in the Award
Agreement.


 




    	 



    	 



    

 


US EMPLOYEES


 


MAJESCO


2015 EQUITY INCENTIVE
PLAN


RESTRICTED STOCK
UNIT AWARD AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the Majesco (the “Company”) 2015 Equity Incentive Plan (the “Plan”)
shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).


 


Participant has been
granted Restricted Stock Units (“RSUs”) subject to the terms, restrictions and conditions of the Plan, the Notice
of Restricted Stock Unit Award (the “Notice”) and this Award Agreement.


 


1.           Settlement. 
Settlement of RSUs shall be made within 30 days following the applicable date of vesting under the vesting schedule set forth
in the Notice. Settlement of RSUs shall be in Shares.


 


2.           No Stockholder
Rights.  Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have no ownership
of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares.


 


3.           Dividend
Equivalents.  Dividends, if any (whether in cash or Shares), shall not be credited to Participant.


 


4.           Non-Transferability
of RSUs.  RSUs may not be transferred in any manner other than by will or by the laws of descent or distribution or court
order or unless otherwise permitted by the Committee on a case-by-case basis.


 


5.           Termination. 
Unless otherwise determined by the Committee, if Participant’s service Terminates for any reason, all unvested RSUs shall
be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute
as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred
and the effective date of such Termination.


 


6.           Withholding
Taxes. Prior to the settlement of Participant’s RSUs, Participant shall pay or make adequate arrangements satisfactory
to the Company to satisfy all withholding obligations of the Company in such manner as allowed pursuant to Section 12 of the Plan.
In this regard, Participant authorizes the Company to withhold all applicable withholding taxes legally payable by Participant
from Participant’s wages or other cash compensation paid to Participant by the Company. The Company may refuse to deliver
the Shares if Participant fails to comply with Participant’s obligations in connection with the tax withholding as described
in this Section.


 


7.           Acknowledgement.
 The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Award Agreement and
the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt of a copy of the Plan
and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby
accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.


 




    	 



    	 



    

 


US EMPLOYEES


 


8.           Entire
Agreement; Enforcement of Rights.  This Award Agreement, the Plan and the Notice constitute the entire agreement and understanding
of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments
or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Award Agreement,
nor any waiver of any rights under this Award Agreement, shall be effective unless in writing and signed by the parties to this
Award Agreement. The failure by either party to enforce any rights under this Award Agreement shall not be construed as a waiver
of any rights of such party.


 


9.           Compliance with Laws and Regulations. 
The issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state
and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which
the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer.


 


10.         Governing Law; Severability. 
If one or more provisions of this Award Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Award Agreement, (ii) the balance of this Award Agreement
shall be interpreted as if such provision were so excluded and (iii) the balance of this Award Agreement shall be enforceable
in accordance with its terms. This Award Agreement and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without
giving effect to principles of conflicts of law.


 


11.         No Rights
as Employee, Director or Consultant. Nothing in this Award Agreement shall affect in any manner whatsoever the right or power
of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s service, for any reason, with or without
cause.


 


By Participant’s
acceptance (whether in writing, electronically or otherwise) of the Notice, Participant and the Company agree that this RSU is
granted under and governed by the terms and conditions of the Plan, the Notice and this Award Agreement. By acceptance of this
RSU, Participant consents to the electronic delivery of the Notice, this Award Agreement, the Plan, account statements, Plan prospectuses
required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company
is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications
or information related to the RSU. Electronic delivery may include the delivery of a link to a Company intranet or the internet
site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined
at the Company’s discretion.