Exhibit 10.3


 


MAJESCO


 


2015 EQUITY INCENTIVE PLAN


 


1.                  PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons
whose present and potential contributions are important to the success of the Company, and any Parents and Subsidiaries that exist
now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant
of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 26.


 


2.                SHARES
SUBJECT TO THE PLAN.


 


2.1.          Number
of Shares Available. Subject to Sections 2.5 and 20 and any other applicable provisions hereof, the total number of Shares
reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 3,877,263
Shares, which amount includes all Shares issuable pursuant to the stock options and restricted stock awards issued by Cover-All
Technologies Inc. under the Cover-All Technologies Inc. Amended and Restated 2005 Stock Incentive Plan (the “Prior
Plan”) that will be assumed pursuant to the Merger Agreement dated December
14, 2014, as amended, between the Company and Cover-All Technologies Inc.


 


2.2.          Lapsed,
Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant
and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise
of an Option or SAR granted under this Plan but which cease to be subject to the Option
or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are
forfeited or are repurchased by the Company at the original issue price; or (c) are subject
to Awards granted under this Plan that otherwise terminate without such Shares being issued.
To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the
number of Shares available for issuance under the Plan.  Shares used or withheld
to pay the exercise price of an Award or to satisfy the tax withholding obligations
related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise
become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards
that initially became available because of the substitution clause in Section 20.2 hereof.


 


2.3.          Minimum
Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required
to satisfy the requirements of all outstanding Awards granted under this Plan.


 


2.4.          Limitations.
No more than 3,877,263 Shares shall be issued pursuant to the exercise of ISOs.


 


2.5.         Adjustment
of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration,


 




    	 



    	 



    

  


then
(a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, (b) the Exercise
Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of
Shares subject to other outstanding Awards, (d) the maximum number of shares that may be issued as ISOs set forth in Section
2.4, (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth
in Section 3 and (f) the number of Shares that are granted as Awards to Non-Employee Directors as set forth in Section
11, shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance
with applicable securities laws; provided that fractions of a Share will not be issued.  Notwithstanding the foregoing:
(i) any adjustments made to Awards that are considered “deferred compensation” within the meaning of Section 409A of
the Code shall be made in compliance with the requirements of Section 409A of the Code; and (ii) any adjustments to Awards that
are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such manner as to ensure
that after such adjustment, the Awards either continue not to be subject to Section 409A of the Code or comply with the requirements
of Section 409A of the Code.


 


3.            ELIGIBILITY.  
ISOs may be granted only to Employees of the Company. All other Awards may be granted to Employees,
Consultants, Directors and Non-Employee Directors of the Company or any Parent
or Subsidiary, provided such Employee,
Consultant, Director or Non-Employee Director provides services to the Company and/or its subsidiaries. No Participant will
be eligible to receive more than 1,000,000 Shares in any calendar year under this Plan.


 


4.            ADMINISTRATION.


 


4.1.          Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject
to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power
to implement and carry out this Plan, except, however, the Board shall establish the terms
for the grant of any Award to Non-Employee Directors. The Committee will have the
authority to:


 


(a)          construe
and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 


(b)          prescribe,
amend and rescind rules and regulations relating to this Plan or any Award;


 


(c)        select
persons to receive Awards;


 


(d)          determine
the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors
as the Committee will determine;


 


(e)          determine
the number of Shares or other consideration subject to Awards;


 




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(f)          determine
the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market
Value in connection with circumstances that impact the Fair Market Value, if necessary;


 


(g)        determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary;


 


(h)        grant
waivers of Plan or Award conditions;


 


(i)         determine
the vesting, exercisability and payment of Awards;


 


(j)          correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


(k)        determine
whether an Award has been earned;


 


(l)          reduce
or waive any criteria with respect to Performance Factors;


 


(m)        adjust
Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or
appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided
that such adjustments are consistent with the regulations promulgated under Section 162(m)
of the Code with respect to persons whose compensation is subject to Section 162(m)
of the Code;


 


(n)        adopt
rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration
of the Plan to accommodate requirements of local law and procedures outside of the United States;


 


(o)        make
all other determinations necessary or advisable for the administration of this Plan; and


 


(p)        delegate
any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation.


 


4.2.          Committee
Interpretation and Discretion. Any determination made by the Committee with respect to any Award shall be made in its
sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any
later time, and such determination shall be final and binding on the Company and all persons
having an interest in any Award under the Plan. Any dispute regarding the interpretation
of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee for review. The resolution
of such a dispute by the Committee shall be final and binding on the Company and the Participant. The Committee may delegate to
one or more executive officers the authority to review and resolve disputes with respect
to Awards held by Participants, and such resolution shall be final and binding on the Company and the Participant.


 




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4.3.          Section
162(m) of the Code and Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based
compensation” under Section 162(m) of the Code the Committee shall include at least two persons who are “outside directors”
(as defined under Section 162(m) of the Code) and at least two (or a majority if more than
two then serve on the Committee) such “outside directors” shall approve the grant of such Award and timely determine
(as applicable) the Performance Period and any Performance Factors upon which vesting or
settlement of any portion of such Award is to be subject. When required by Section 162(m) of the Code, prior to settlement of any
such Award at least two (or a majority if more than two then serve on the Committee) such “outside directors”
then serving on the Committee shall determine and certify in writing the extent to which such Performance Factors have been timely
achieved and the extent to which the Shares subject to such Award have thereby been earned.
Awards granted to Participants who are subject to Section 16 of the Exchange Act (or any successor of the Exchange Act) must be
approved by two or more “non-employee directors” (as defined in the regulations
promulgated under Section 16 of the Exchange Act (or any successor of the Exchange
Act)). With respect to Participants whose compensation is subject to Section
162(m) of the Code, and provided that such adjustments are consistent with the regulations promulgated under Section 162(m) of
the Code, the Committee may adjust the performance goals to account for changes in law and accounting and to make such adjustments
as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances
to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items,
and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within
the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted
accounting principles.


 


4.4.          Documentation.
The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or
any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 


5.             OPTIONS.
The Committee may grant Options to Participants and will determine whether
such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”)
or Nonqualified Stock Options (“NQSOs”), the number of Shares
subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all
other terms and conditions of the Option, subject to the following:


 


5.1.                Option
Grant. Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may be, but need not be,
awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the Option is being earned upon the satisfaction of Performance
Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each
Option; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may
overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals
and other criteria.


 




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5.2.             Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option,
or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable
time after the granting of the Option.


 


5.3.          Exercise
Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement
governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years
from the date the Option is granted; and provided further that no ISO granted to a
person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any Parent or Subsidiary of the
Company (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the
date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee determines.


 


5.4.             Exercise
Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (i) the
Exercise Price of any ISO will not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent
(110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance
with Section 10 and the Award Agreement and in accordance with any procedures established by the Company.


 


5.5.          Method
of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times
and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for
a fraction of a Share. An Option will be deemed exercised when the Company receives: (i)
notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option is exercised (together with all applicable withholding taxes).
Full payment may consist of any consideration and method of payment authorized by the Committee
and permitted by the Award Agreement and the Plan. The Committee may, in its sole discretion, permit payment of the exercise
price of an Option in the form of previously acquired Shares based on the Fair Market Value of the Shares on the date the Option
is exercised or through means of a “net settlement,” whereby the Option exercise price will not be due in cash and
where the number of Shares issued upon such exercise will be equal to: (A) the product of (i) the number of Shares as
to which the Option is then being exercised, and (ii) the excess, if any, of (a) the then current Fair Market Value per
Share over (b) the Option exercise price, divided by (B) the then current Fair Market Value per Share
Shares issued upon exercise of an Option will be issued in the name of the Participant.
Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights as
a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section
2.5 of the Plan. Except as provided in Section 2.2, exercising an Option in any manner



 




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will
decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.


 


5.6.         Termination.
The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement
or as otherwise provided by the Committee):


 


(a)          If
the Participant is Terminated for any reason except for Cause or the Participant’s death or Disability, then the Participant
may exercise such Participant’s Options only to the extent that such Options would have been vested and exercisable by the
Participant on the Termination Date no later than ninety (90) days after the Termination Date,
but in any event no later than the expiration date of the Options.


 


(b)          If
the Participant is Terminated because of the Participant’s death (or the Participant dies within ninety (90) days after a
Termination other than for Cause or because of the Participant’s Disability), then the Participant’s Options
may be exercised only to the extent that such Options would have been vested and exercisable
by the Participant on the Termination Date and must be exercised by the Participant’s legal representative, or authorized
assignee, no later than twelve (12) months after the Termination Date (or such shorter time period not less than six (6)
months or longer time period as may be determined by the Committee), but in any event no later than the expiration
date of the Options.


 


(c)          If
the Participant is Terminated because of the Participant’s Disability, then the Participant’s Options may be exercised
only to the extent that such Options would have been vested and exercisable by the Participant on the Termination Date and must
be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12)
months after the Termination Date (or such shorter time period not less than six (6) months
or longer time period as may be determined by the Committee), but in any event no later than the expiration date
of the Options.


 


(d)          If
the Participant is Terminated for Cause, then all of the Participant’s Options, regardless of whether such Option is vested
or unvested, shall expire on such Participant’s Termination Date. Unless otherwise
provided in the Award Agreement, Cause will have the meaning set forth in the Plan.


 


(e)          Unless
otherwise provided by the Committee, all of a Participant’s Options, which are
unvested and/or unexercisable at the time of the Participant’s Termination shall be immediately forfeited as of the Termination
Date with no further compensation due to the Participant.


 


5.7.             Limitations
on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it
is then exercisable.


 


5.8.            Limitations
on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect
to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the


 




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Company
and any Parent or Subsidiary of the Company) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NQSOs.
For purposes of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market
Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the
Code or the regulations promulgated thereunder are amended after the Effective Date to provide
for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective date of such amendment.


 


5.9.          No
Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted,
amended or altered, nor will any discretion or authority granted under this Plan be exercised,
so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify
any ISO under Section 422 of the Code.


 


6.             RESTRICTED
STOCK AWARDS.


 


6.1.          Awards
of Restricted Stock. A Restricted Stock Award is an offer by the Company of Shares that are subject to restrictions (“Restricted
Stock”). The Committee will determine to whom an offer will be made, the number of Shares to
be granted or that the Participant may purchase, the Purchase Price (if any), the restrictions under which the Shares will be subject
and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


 


6.2.              Purchase
Price. Any Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market
Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section
10 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.


 


6.3.            Terms
of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are
required by law.  These restrictions may be based on completion of a specified number of years of service with the Company
or upon completion of Performance Factors, if any, during any Performance Period as set out
in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted
Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted
Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the
number of Shares that may be awarded to the Participant. Performance Periods may overlap and
a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance
Periods and having different performance goals and other criteria.


 


6.4.            Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 




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7.            STOCK
APPRECIATION RIGHTS.


 


7.1.                 Awards
of SARs. A Stock Appreciation Right (“SAR”) is an award to a Participant that may be settled in cash,
or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on
the date of exercise over the Exercise Price multiplied by (b) the number of Shares with
respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in
an Award Agreement). All SARs shall be made pursuant to an Award Agreement.


 


7.2.             Terms
of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject
to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed
on settlement of the SAR; and (d) the effect of the Participant’s Termination on each
SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR
is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any,
during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being
earned upon the satisfaction of Performance Factors, then the Committee will: (x)
determine the nature, length and starting date of any Performance Period for each SAR;
and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap
and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other
criteria.


 


7.3.           Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no
SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide
for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation,
upon the attainment during a Performance Period of performance goals based on Performance
Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as
may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date
(unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.


 


7.4.          Form
of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times
(ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the
Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination
thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent,
if any, as the Committee determines, provided that the terms of the SAR and any deferral
satisfy the requirements of Section 409A of the Code.


 


8.            RESTRICTED
STOCK UNITS.


 


8.1.                 Awards
of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to a Participant covering
a number of Shares that may be settled in cash, or by issuance of


 




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those
Shares (which may consist of Restricted Stock). All RSUs shall be made pursuant to an Award Agreement.


 


8.2.              Terms
of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to
the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement; and
(d) the effect of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction of such performance
goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award
Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature,
length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure
the performance, if any; and (z) determine the number of Shares deemed subject to the RSU.
Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different
Performance Periods and different performance goals and other criteria.


 


8.3.              Form
and Timing of Settlement. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination
of both. The Committee may also permit a Participant to defer payment under a RSU to a date
or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section
409A of the Code.


 


8.4.             Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


9.            PERFORMANCE
AWARDS.


 


9.1.                 Performance
Awards. A Performance Award is an award to a Participant of a cash bonus or a Performance Share bonus. Grants of Performance
Awards shall be made pursuant to an Award Agreement.


 


9.2.              Terms
of Performance Awards. The Committee will determine, and each Award Agreement shall set forth, the terms of each award
of Performance Award including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject to
a Performance Share bonus; (c) the Performance Factors and Performance Period that shall
determine the time and extent to which each Performance Award shall be settled; (d)
the consideration to be distributed on settlement; and (e) the effect of the Participant’s Termination on each Performance
Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and
starting date of any Performance Period; and (y) select from among the Performance Factors
to be used. Prior to settlement the Committee shall determine the extent to which Performance
Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously
with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other
criteria. No Participant will be eligible to receive more than $5,000,000 in Performance
Awards in any calendar year under this Plan.


 




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9.3.          Value.
Earning and Timing of Performance Shares. Any Performance Share bonus will have an initial value equal to the Fair Market Value
of a Share on the date of grant. After the applicable Performance Period has ended, the holder of a Performance Share bonus will
be entitled to receive a payout of the number of Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the corresponding Performance Factors or other
vesting provisions have been achieved. The Committee, in its sole discretion, may pay an earned
Performance Share bonus in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned
Performance Shares at the close of the applicable Performance Period) or in a combination thereof. Performance Share bonuses may
also be settled in Restricted Stock.


 


9.4.          Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


10.          PAYMENT
FOR SHARE PURCHASES.


 


Payment from a Participant
for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for
the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award
Agreement):


 


(a)          by
cancellation of indebtedness of the Company to the Participant;


 


(b)          by
surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Award will be exercised or settled;


 


(c)          by
waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent
or Subsidiary;


 


(d)          by
consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented
by the Company in connection with the Plan;


 


(e)          by
any combination of the foregoing; or


 


(f)          by
any other method of payment as is permitted by applicable law.


 


11.          GRANTS
TO NON-EMPLOYEE DIRECTORS.


 


11.1.             Types
of Awards. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant
to this Section 11 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in
the discretion of the Board.


 




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11.2.            Eligibility.
Awards pursuant to this Section 11 shall be granted only to Non-Employee Directors. A Non-Employee Director who is
elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 11. 


 


11.3.            Vesting.
Exercisability and Settlement. Except as set forth in Section 20, Awards shall vest, become exercisable and be settled as determined
by the Board.


 


11.4.            Election
to receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards
shall be issued under the Plan. An election under this Section 11.4 shall be filed with the
Company on the form prescribed by the Company.


 


12.          WITHHOLDING
TAXES.


 


12.1.             Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company, or to the Parent or Subsidiary employing the Participant, an amount sufficient to satisfy
applicable U.S. federal, state, local and international withholding tax requirements or any
other tax liability legally due from the Participant prior to the delivery of Shares pursuant to exercise or settlement
of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be
net of an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or
any other tax liability legally due from the Participant.


 


12.2.           Stock
Withholding. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time and
to limitations of local law, may require or permit a Participant to satisfy such tax withholding
obligation or any other tax liability legally due from the Participant, in whole or in part by (without limitation) (i)
paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to
the minimum statutory amount required to be withheld, or (iii) delivering to the Company already- owned
Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be
withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 


13.          TRANSFERABILITY.


 


13.1.              Transfer
Generally. Unless determined otherwise by the Committee or pursuant to Section 13.2, an Award may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee
makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the
Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or
by gift to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate.
All Awards shall be exercisable: (i) during the Participant’s lifetime only by (A) the Participant,
or (B) the Participant’s guardian or legal


 




    	-11-



    	 



    

  


representative;
(ii) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (iii) in
the case of all awards except ISOs, by a Permitted Transferee.


 


13.2.         Award
Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority
to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 13.2 and
shall have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer
Program, including (but not limited to) the authority to (i) amend (including to extend) the
expiration date, post-termination exercise period and/or forfeiture conditions of any such Award, (ii) amend or remove any provisions
of the Award relating to the Award holder’s continued service to the Company, (iii) amend the permissible payment methods
with respect to the exercise or purchase of any such Award, (iv) amend the adjustments to be implemented in the event of changes
in the capitalization and other similar events with respect to such Award, and (v) make such other changes to the terms of such
Award as the Committee deems necessary or appropriate in its sole discretion.


 


14.          PRIVILEGES
OF STOCK OWNERSHIP: RESTRICTIONS ON SHARES.


 


14.1.               Voting
and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are
issued to the Participant, except for any dividend equivalent rights permitted by an applicable Award Agreement. After Shares are
issued to the Participant, the Participant will be a stockholder and have all the rights of
a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions
made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or
different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend,
stock split or any other change in the corporate or capital structure of the Company will
be subject to the same restrictions as the Restricted Stock; provided, further,
that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased
at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 14.2.


 


14.2.             Restrictions
on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase
(a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such
Participant’s Termination at any time within ninety (90) days after the later
of the Participant’s Termination Date and the date the Participant purchases Shares under this Plan, for cash
and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may
be.  


 


15.              CERTIFICATES.
All Shares or other securities whether or not certificated, delivered under this Plan will be
subject to such stock transfer orders, legends and other restrictions as the Committee may
deem necessary or advisable, including restrictions under any applicable U.S. federal,
state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated
quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions
to which the Shares are subject.


 




    	-12-



    	 



    

  


16.               ESCROW:
PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee
may require the Participant to deposit all certificates representing Shares, together
with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company
or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and
the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who
is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required
to pledge and deposit with the Company all or part of the Shares so purchased as collateral
to secure the payment of the Participant’s obligation to the Company under the promissory
note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure
the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the
promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge
of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee
will from time to time approve. The Shares purchased with the promissory note may be released
from the pledge on a pro rata basis as the promissory note is paid.


 


17.          REPRICING.  Without
prior stockholder approval the Committee may (i) reprice Options or SARS (and
where such repricing is a reduction in the Exercise Price of outstanding Options or SARS, the consent of the affected Participants
is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from
the repricing), and (ii) with the consent of the respective Participants, pay cash or issue
new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 


18.              SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is
in compliance with all applicable U.S. and foreign federal and state securities
laws, rules and regulations of any governmental body, and the requirements of any stock exchange
or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date
of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the
Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or
other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or
to effect compliance with the registration, qualification or listing requirements of any foreign
or state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability
or failure to do so.


 


19.             NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer
or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary or limit in any way the right of the Company or any Parent
or Subsidiary to terminate Participant’s employment or other relationship at any time.


 




    	-13-



    	 



    




 


20.             CORPORATE
TRANSACTIONS.


 


20.1.         In
the event of a Corporate Transaction, and notwithstanding anything to the contrary set forth in the Plan, the Committee may, in
its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following actions
contingent upon the occurrence of that Corporate Transaction: 


 


20.1.1.          cause
any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;


 


20.1.2.          cause
any outstanding Option to become fully vested and immediately exercisable for a reasonable period in advance of the Corporate Transaction
and, to the extent not exercised prior to that Corporate Transaction, cancel that Option upon closing of the Corporate Transaction;


 


20.1.3.          cancel
any Award in exchange for a substitute award;


 


20.1.4.          redeem
any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to Fair Market Value
of an unrestricted Share on the date of the Corporate Transaction;


 


20.1.5.          cancel
any Option in exchange for cash and/or other substitute consideration with a value equal to: (A) the number of Shares subject to
that Option, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Corporate Transaction
and the Exercise Price of that Option; provided, that if the Fair Market Value per Share on the date of the Corporate Transaction
does not exceed the Exercise Price of any such Option, the Committee may cancel that Option without any payment of consideration
therefor;


 


20.1.6.          take
such other action as the Committee shall determine to be reasonable under the circumstances; and/or


 


20.1.7.          notwithstanding
any provision of this Section 20, in the case of any Award subject to Section 409A of the Code, such Award shall vest and be distributed
only in accordance with the terms of the applicable Award Agreement and the Committee shall only be permitted to use discretion
to the extent that such discretion would be permitted under Section 409A of the Code.  


 


20.2.          In
the discretion of the Committee, any cash or substitute consideration payable upon cancellation of an Award may be subjected to
(i) vesting terms substantially identical to those that applied to the cancelled Award immediately prior to the Corporate
Transaction, or (ii) earn-out, escrow, holdback or similar arrangements, to the extent such
arrangements are applicable to any consideration paid to stockholders in connection with the Corporate Transaction.



 


20.3.          The
Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection
with an acquisition of such other company or otherwise, by either; (a) granting an Award under
this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such assumed award could be applied to an Award granted under
this Plan. In the event the Company assumes an award granted by another company, the
terms and conditions 


 




    	-14-



    	 



    

  


of
such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may
be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant
to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing
option, such new Option may be granted with a similarly adjusted Exercise Price.


 


21.             ADOPTION
AND STOCKHOLDER APPROVAL. This Plan shall be submitted for the approval of the Company’s
stockholders, consistent with applicable laws, within twelve (12) months before
or after the date this Plan is adopted by the Board.  


 


22.            TERM
OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become
effective on the Effective Date and will terminate ten (10) years from the date
this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed
by and construed in accordance with the laws of the State of New York.


 


23.         AMENDMENT
OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect,
including, without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided,
however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner
that requires such stockholder approval; provided further, that a Participant’s
Award shall be governed by the version of this Plan then in effect at the time such Award was granted.


 


24.             NON-EXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan
to the stockholders of the Company for approval, nor any provision of this Plan
will be construed as creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise
than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


25.             INSIDER
TRADING POLICY. Each Participant who receives an Award shall comply with any policy adopted
by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or directors
of the Company.


 


26.            DEFINITIONS.
As used in this Plan, and except as elsewhere defined herein, the following terms will have the
following meanings:


 


“Award”
means any award under the Plan, including any Option, Restricted Stock, Stock Appreciation Right, Restricted Stock Unit or
award of Performance Shares.


 


“Award Agreement”
means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting
forth the terms and conditions of the Award, which shall be in substantially a form (which need not be the same for each Participant)
that the Committee has from time to time approved, and will comply with and be subject
to the terms and conditions of this Plan.


 




    	-15-



    	 



    

  


“Award
Transfer Program” means any program instituted by the Committee which would permit Participants the opportunity to
transfer any outstanding Awards to a financial institution or other person or entity
approved by the Committee.


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
means with respect to any Participant, unless otherwise defined in the Participant’s employment agreement, service
agreement or signed offer letter: (i) the Participant’s habitual intoxication or drug addiction; (ii) the Participant’s
violation of the Company’s written policies, procedures or codes including, without limitation, those with respect to harassment
(sexual or otherwise) and ethics; (iii) the Participant’s refusal or willful failure by the Participant to perform such duties
as may reasonably be delegated or assigned to him, consistent with his position; (iv) the Participant’s willful refusal or
willful failure to comply with any requirement of the Securities and Exchange Commission or any securities exchange or self-regulatory
organization then applicable to the Company; (v) the Participant’s willful or wanton misconduct in connection with the performance
of his or her duties including, without limitation, breach of fiduciary duties; (vi) the Participant’s breach (whether due
to inattention, neglect, or knowing conduct) of any of the material provisions of his or her employment or service agreement, if
any; (vii) the Participant’s conviction of, guilty, no contest or nolo contendere plea to, or admission or confession to
any felony (other than driving while intoxicated or driving under the influence of alcohol) or any act of fraud, misappropriation,
embezzlement or any misdemeanor involving moral turpitude; (viii) the Participant’s dishonesty detrimental to the best interest
of the Company; or (ix) solely in the case of a Non-Employee Director, any other action by the Participant which the Board determines
constitutes “cause.” Notwithstanding the foregoing, if a Participant and the Company (or any of its affiliates) have
entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,”
then with respect to such Participant, “Cause” shall have the meaning defined in such other agreement.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; additionally,
any reference to a section of the Code shall include any successor provision thereto.


 


“Committee”
means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan,
has been delegated as permitted by law.


 


“Common
Stock” means the shares of common stock , par value $0.002 per share, of the Company. 


 


“Company”
means MAJESCO, or any successor corporation.


 


“Consultant”
means any person, including an advisor or independent contractor, engaged by the Company or a Parent or Subsidiary to render
services to such entity.


 


“Corporate
Transaction” shall mean the occurrence of any of the following events: (i) any “person” (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote
for the election of directors of the Company; (ii) during any twelve month period, individuals who at the


 




    	-16-



    	 



    

  


beginning
of such period constitute the Board and any new director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in subsection (i), (iii), (iv) or (vi) hereof) whose election by the
Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors
then still in office who either were directors at the beginning of the period of whose election or nomination for election was
previously approved, cease for any reason to constitute a majority thereof; (iii) the merger or consolidation of the Company with
another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially
own, immediately after the merger or consolidation, shares entitling such stockholders to 50% or more of all votes to which all
stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of
any class of stock to elect directors by a separate class vote); (iv) the sale or other disposition of all or substantially all
of the assets of the Company; (v) a liquidation or dissolution of the Company or (vi) acceptance by shareholders of the Company
of shares in a share exchange if the shareholders of the Company immediately before such share exchange do not or will not own
directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of
the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion
as their ownership of the voting securities outstanding immediately before such share exchange.


 


Notwithstanding
anything in the Plan or an Award Agreement to the contrary, if an Award is subject to Section 409A of the Code, no event that,
but for the application of this paragraph, would be a Corporate Transaction as defined
in the Plan or the Award Agreement, as applicable, shall be a Corporate Transaction
unless such event is also a “change in control event” as defined in Section 409A of the Code.


 


“Director”
means a member of the Board.


 


“Disability”
means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code
and in the case of other Awards, that the Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or as may
be defined under the applicable long-term disability plan of the Company or its affiliates.


 


“Effective
Date” means ____________, 2015.


 


“Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary.  Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.


 


“Exercise
Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise
of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 




    	-17-



    	 



    

  


“Fair
Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


(a)          if
such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The
Wall Street Journal or such other source as
the Committee deems reliable;


 


(b)          if
such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average
of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source
as the Committee deems reliable; or


 


(c)          if
none of the foregoing is applicable, by the Board or the Committee in good faith.


 


“Non-Employee
Director” means a Director who is not an Employee of the Company or any Parent or Subsidiary. “Option”
means an award of an option to purchase Shares pursuant to Section 5.


 


”Parent”
means any corporation or other entity (in either case, other than the Company) in an unbroken chain of entities ending
with the Company if each of such entities other than the Company owns equity possessing fifty percent (50%) or more of the
total combined voting power of all classes of equity in one of the other entities in such
chain.


 


“Participant”
means a person who holds an Award under this Plan.


 


“Performance
Award” means cash or stock granted pursuant to Section 9 or Section 11 of the Plan.


 


“Performance
Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following
objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business
unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the
extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals
established by the Committee with respect to applicable Awards have been satisfied: 


 


(a)        Profit
Before Tax;


 


(b)        Billings;


 


(c)        Revenue;


 


(d)        Net
revenue;


 


(e)        Earnings
(which may include earnings before interest and taxes, earnings before taxes, and net earnings);


 




    	-18-



    	 



    

  


(f)        
  Operating income;


 


(g)          Operating
margin; 


 


(h)          Operating
profit;


 


(i)         Controllable
operating profit, or net operating profit;


 


(j)         Net
Profit;


 


(k)        Gross
margin;


 


(l)         Operating
expenses or operating expenses as a percentage of revenue;


 


(m)       Net
income;


 


(n)        Earnings
per share;


 


(o)        Total
stockholder return;


 


(p)        Market
share;


 


(q)        Return
on assets or net assets;


 


(r)        The
Company’s stock price;


 


(s)        Growth
in stockholder value relative to a pre-determined index;


 


(t)         Return
on equity;


 


(u)        Return
on invested capital;


 


(v)        Cash
Flow (including free cash flow or operating cash flows)


 


(w)       Cash
conversion cycle;


 


(x)        Economic
value added;


 


(y)        Contract
awards or backlog;


 


(z)        Overhead
or other expense reduction;


 


(aa)      Credit
rating;


 


(bb)     Strategic
plan development and implementation;


 


(cc)      Succession
plan development and implementation;


 


(dd)      Improvement
in workforce diversity;


 




    	-19-



    	 



    

  


(ee)      Customer
indicators;


 


(ff)       New
product invention or innovation;


 


(gg)     Attainment
of research and development milestones;


 


(hh)     Improvements
in productivity;


 


(ii)        Attainment
of objective operating goals and employee metrics; and


 


(jj)       Any
other metric that is capable of measurement as determined by the Committee.


 


The Committee may, in recognition
of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for
one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s
original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the
Committee to make or not make any such equitable adjustments.


 


“Performance
Period” means the period of service determined by the Committee, during which years of service or performance is
to be measured for the Award.


 


“Performance
Share” means a performance share bonus granted as a Performance Award.


 


“Permitted Transferee”
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships)
of the Employee, any person sharing the Employee’s household (other than a tenant or
employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation
in which these persons (or the Employee) control the management of assets, and any other entity
in which these persons (or the Employee) own more than 50% of the voting interests.


 


“Plan”
means this MAJESCO 2015 Equity Incentive Plan.


 


“Purchase Price”
means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or
SAR.


 


“Restricted
Stock Award” means an award of Shares pursuant to Section 6 or Section 11 of the Plan, or issued pursuant to the
early exercise of an Option.


 


“Restricted
Stock Unit’ means an Award granted pursuant to Section 8 or Section 11 of the Plan.


 


“SEC”
means the United States Securities and Exchange Commission.


 




    	-20-



    	 



    

  


“Securities
Act” means the United States Securities Act of 1933, as amended.


 


“Shares”
means shares of the Company’s Common Stock and the common stock of any successor security.


 


“Stock
Appreciation Right” means an Award granted pursuant to Section 7 or Section 11 of the Plan.


 


“Subsidiary”
means any entity (other than the Company) in an unbroken chain of entities beginning with the Parent or the Company if
each of the entities other than the last entity in the unbroken chain owns equity possessing fifty percent (50%) or more
of the total combined voting power of all classes of equity in one of the other entities in
such chain.


 


“Termination”
or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant
has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor
to the Company or a Parent or Subsidiary. An employee will not be deemed to have ceased to provide services in the case
of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the
Committee; provided, that such leave is for a period of not more than 90 days, unless reemployment upon the expiration
of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to
time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence,
the Committee may make such provisions respecting suspension of vesting of the Award while
on leave from the employ of the Company or a Parent or Subsidiary as it may deem appropriate,
except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement.
An employee shall have terminated employment as of the date he or she ceases to be employed (regardless
of whether the termination is in breach of local laws or is later found to be invalid) and employment shall not be extended by
any notice period or garden leave mandated by local law. The Committee will have sole
discretion to determine whether a Participant has ceased to provide services for purposes of the Plan and the effective date on
which the Participant ceased to provide services (the “Termination Date”).


 


“Unvested Shares”
means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor
thereto).


 






    	-21-