Exhibit 10.4


 


US EMPLOYEES


 


MAJESCO


2015 EQUITY INCENTIVE
PLAN


NOTICE OF INCENTIVE
STOCK OPTION GRANT


 


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 Incentive Stock Option Grant (the “Notice”).


 


	 	Name:	 
	 	 	 
	 	Address:	 


 


You (the “Participant”)
have been granted an option (the “Option”) to purchase shares of Common Stock of the Company under the Plan subject
to the terms and conditions of the Plan, this Notice and the attached Incentive Stock Option Award Agreement (the “Award
Agreement”).


 


	 	Grant Number:	 	 	 
	 	 	 	 	 
	 	Date of Grant:	 	 	 
	 	 	 	 	 
	 	Vesting Commencement Date:	 	 	 
	 	 	 	 	 
	 	Exercise Price per Share:	 	 	 
	 	 	 	 	 
	 	Total Number of Shares:	 	 	 
	 	 	 	 	 
	 	Type of Option:	 	 	 
	 	 	 	 	 
	 	Expiration Date:	 	 	 
	 	 	 	 	 
	 	Vesting Schedule:	 	Subject to the limitations set forth in this Notice, the Plan and the Award Agreement, the Option will vest and may be exercised, in whole or in part, in accordance with the following schedule:	 
	 	 	 	 	 
	 	 	 	[Insert vesting schedule]	 


 


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


 


Participant understands that Participant’s
employment relationship 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 Options pursuant to this Notice is earned only by continuing service as an Employee 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 Option, Participant
consents to the electronic delivery as set forth in the Award Agreement.


 




    	 



    	 



    

 


US EMPLOYEES


 


MAJESCO


2015 EQUITY INCENTIVE
PLAN


INCENTIVE STOCK
OPTION AWARD AGREEMENT


 


Unless otherwise defined in this Incentive
Stock Option Award Agreement (the “Award Agreement”), any capitalized terms used herein shall have the meaning
ascribed to them in the Majesco (the “Company”) 2015 Equity Incentive Plan (the “Plan”).


 


Participant has been
granted an option to purchase Shares (the “Option”), subject to the terms and conditions of the Plan, the Notice
of Incentive Stock Option Grant (the “Notice”) and this Award Agreement.


 


1.            Vesting
Rights.  Subject to the applicable provisions of the Plan and this Award Agreement, this Option may be exercised,
in whole or in part, in accordance with the schedule set forth in the Notice.


 


2.            Exercise
Period.  Except as provided below, and subject to the Plan, any vested portion of this Option may be exercised during
the Participant service with the Company or as provided in Section 4 upon the Participant’s Termination.  Notwithstanding
the foregoing, in no event shall this Option be exercised later than the expiration date set forth in the Notice (the “Expiration
Date”).


 


3.            Grant
of Option. The Participant named in the Notice has been granted an Option to purchase the number of Shares set forth in the
Notice at the exercise price per Share set forth in the Notice (the “Exercise Price”). In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of
the Plan shall prevail. This Option is intended to be an incentive stock option (an “ISO”) as defined in Section 422
of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).


 


4.            Exercise
of Option.


 


(a)            Method
of Exercise. This Option, to the extent then exercisable, may be exercised, in all or part, by delivery of an exercise notice
(the “Exercise Notice”), which shall state the election to exercise such portion of the Option, the number of
Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations
and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered
in person, by mail, via facsimile or by other authorized method to the Secretary of the Company or other person designated by the
Company. This Option shall only be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price for the Exercised Shares, including any required taxes applicable to such exercise as set forth in
Section 7.


 


(b)            Prohibition
to Exercise.  No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise
complies with all relevant provisions of law and the requirements of any stock exchange or quotation service upon which the Shares
are then listed.


 




    	 



    	 



    

 


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(c)            Continuous
Relationship with the Company Required.  Except as otherwise provided in this Section 4, the Option may not be exercised
unless the Participant, at the time he or she exercises the Option, is, and has been at all times since the Date of Grant, an Employee
of the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible
Participant”).


 


(d)            Termination
of Relationship with the Company.  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.


 


(e)           Exercise
Period Upon Death.  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.


 


(f)           Exercise
Period Upon Disability. 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.


 


(g)            Discharge
for Cause.  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.


 


(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.            Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of the Participant:


 


(a)           cash;


 


(b)           check;


 


(c)           a
“broker-assisted” or “same-day sale” (as described in Section 10(d) of the Plan); or


 




    	 



    	 



    

 


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(d)           other
method authorized by the Committee.


 


6.            Term
of Option. This Option shall in any event expire on the Expiration Date set forth in the Notice, unless sooner terminated pursuant
to Section 4.


 


7.            Tax
Withholding. Participant will not be allowed to exercise this Option unless Participant makes arrangements acceptable to the
Company to pay any withholding taxes that may be due as a result of the Option exercise 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 honor the exercise and 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.


 


8.            Disqualifying
Disposition.  If the Participant disposes of Shares acquired upon exercise of the Option within two years from the
Date of Grant or one year after such Shares were acquired pursuant to exercise of the Option, the Participant shall notify the
Company in writing of such disposition.


 


9.            Transfer
Restrictions.  This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant,
either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of
the Participant, this Option shall be exercisable only by the Participant.


 


10.           Limitations.
To the extent that the aggregate Fair Market Value of the Shares with respect to this Option that become exercisable for the first
time by the Participant during any calendar year exceeds one hundred thousand dollars ($100,000), such Options will be treated
as NQSOs. For purposes of this Section 10, 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.


 


11.           Acknowledgement.
The Company and Participant agree that the Option is granted under and governed by the Notice, this Award Agreement and by 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 Option subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.


 


12.           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


 




    	 



    	 



    

  


US EMPLOYEES


 


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.


 


13.          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.


 


14.          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.


 


15.          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 employment, 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 Option
is granted under and governed by the terms and conditions of the Plan, the Notice and this Award Agreement. By acceptance of this
Option, 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 Option. 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.