Exhibit 10.10


 


MAJESCO 


EMPLOYEE
STOCK PURCHASE PLAN


 


		1.	Purpose.



The Majesco
Employee Stock Purchase Plan (the “Plan”) is intended to encourage and facilitate the purchase of Shares of the common
stock of Majesco (the “Company”) by employees of the Company and any Participating Companies, thereby providing
employees with a personal stake in the Company and a long range inducement to remain in the employ of the Company and Participating
Companies. It is the intention of the Company that the Plan qualify as an “employee stock purchase plan” within the
meaning of Section 423 of the Code.


 


		2.	Definitions.



(a)     “Account”
means a bookkeeping account established by the Committee on behalf of a Participant to hold Payroll Deductions.


 


(b)     “Approved
Leave of Absence” means a leave of absence that has been approved by the applicable Participating Company in such a manner
as the Board may determine from time to time.


 


(c)     “Board”
means the Board of Directors of the Company.


 


(d)     “Business
Day” means a day on which national stock exchanges are open for trading.


 


(e)     “Change
in Control” shall mean “Corporate Transaction” as defined under the Majesco
2014 Equity Incentive Plan.


 


(f)     “Code”
means the Internal Revenue Code of 1986, as amended.


 


(g)     “Committee”
means the Committee appointed pursuant to Section 14 of the Plan.


 


(h)     “Company”
means Majesco or any successor company.


 


(i)     “Compensation”
means the regular base salary paid to a Participant by one or more Participating Company during such individual’s period
of participation in the Plan, plus any pre-tax contributions made by the Participant to any cash-or-deferred arrangement that meets
the requirements of section 401(k) of the Code or any cafeteria benefit program that meets the requirements of section 125 of the
Code, now or hereafter established by any Participating Company. The following items of compensation shall not be included in Compensation:
(i) all overtime payments, bonuses, commissions (other than those functioning as base salary equivalents), profit-sharing
distributions and other incentive-type payments and (ii) any and all contributions (other than contributions subject to sections
401(k) and 125 of the Code) made on the Participant’s behalf by a Participating Company under any employee benefit or welfare
plan now or hereafter established.


 


(j)     “Election
Form” means the form acceptable to the Committee which an Employee shall use to make an election to purchase Shares through
Payroll Deductions pursuant to the Plan.


 




    	 



    	 



    

 


(k)     “Eligible
Employee” means an Employee who meets the requirements for eligibility under Section 3 of the Plan.


 


(l)      “Employee”
means any person, including an officer, who is employed by a Participating Company.


 


(m)    “Enrollment
Date” means, with respect to a given Offering Period, a date established from time to time by the Committee or the Board,
which shall not be later than the first day of such Offering Period.


 


(n)     “Fair
Market Value” means the closing price per Share on the principal national securities exchange or system on which the
Shares are listed or admitted to trading or, if not listed or traded on any such exchange or if not listed or traded on any such
exchange or system, the fair market value as reasonably determined by the Board, which determination shall be in accordance with
the standards set forth in Treasury Regulation §1.421-1(e)(2) and shall be conclusive.


 


(o)     “Five
Percent Owner” means an Employee who, with respect to a Participating Company, is described in Section 423(b) of
the Code.


 


(p)     “Offering”
means an offering of Shares to Eligible Employees pursuant to the Plan.


 


(q)     “Offering
Commencement Date” means the first Business Day on or after January 1 or the first Business Day on or after July 1
of each year.


 


(r)     “Offering
Period” means the period extending from an Offering Commencement Date through the following Offering Termination Date.


 


(s)     “Offering Termination Date” means the last Business Day in the period ending each June 30 and December 31
immediately following the applicable Offering Commencement Date, or the date of a Change in Control, which occurs in an Offering
Period.


 


(t)     “Option
Price” means, with respect to a particular Offering Period, an amount equal to 85% of the Fair Market Value per Share
determined on the Offering Termination Date, or if such date is not a trading day, then on the next trading day thereafter.


 


(u)     “Participant” means an Employee who meets the requirements for eligibility under Section 3 of the Plan
and who has timely delivered an Election Form to the Committee.


 


(v)    “Participating
Company” means, as identified on Schedule A, the Company and subsidiaries of the Company, within the meaning
of Section 424(f) of the Code, if any, that are approved by the Board from time to time in its sole discretion as eligible
to participate in the Plan.


 


(w)     “Payroll
Deductions” means amounts withheld from a Participant’s Compensation pursuant to the Plan, as described in Section 5
of the Plan.


 


(x)     “Plan”
means the Majesco Employee Stock Purchase Plan, as set forth in this document, and as may be amended from time to time.


 




    	 



    	 



    

 


(y)     “Plan Termination Date” means the earlier of: (1) the Offering Termination Date for the Offering in which
the maximum number of Shares specified in Section 4 of the Plan have been issued pursuant to the Plan; (2) the date as
of which the Board chooses to terminate the Plan as provided in Section 15 of the Plan; (3) the date of a Change in Control;
or (4) in the event that the Company’s shareholders do not approve the Plan, the date of non-approval.


 


(z)     “Shares”
means shares of common stock of the Company, par value $0.002 per share.


 


(aa)   “Successor-in-Interest”
means the Participant’s executor or administrator, or such other person or entity to whom the Participant’s rights
under the Plan shall have passed by will or the laws of descent and distribution.


 


(bb)   “Termination
Form” means the form acceptable to the Committee which an Employee shall use to withdraw from an Offering pursuant to
Section 8 of the Plan.


 


		3.	Eligibility and Participation.



(a)     Initial
Eligibility. Except as provided in Section 3(b) of the Plan, each individual who is an Employee on an Offering Commencement
Date shall be eligible to participate in the Plan with respect to the Offering that commences on that date.


 


(b)     Ineligibility.
An Employee shall not be eligible to participate in the Plan if such Employee:


 


	 	(1)	is a Five Percent Owner;
	 	 	 
	 	(2)	has not customarily worked more than 20 hours per week;
	 	 	 
	 	(3)	has not customarily worked more than 5 months in any calendar year;
	 	 	 
	 	(4)	has been employed with the Company for less than 6 months; or
	 	 	 
	 	(5)	is restricted from participating under Section 3(d) of the Plan.


 


(c)     Leave
of Absence. An Employee on an Approved Leave of Absence shall be eligible to participate in the Plan, subject to the provisions
of Sections 5(d) and 8(d) of the Plan. An Approved Leave of Absence shall be considered active employment for purposes of Sections
3(b)(2) and 3(b)(3) of the Plan.


 


(d)     Restrictions
on Participation. Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an option to participate
in the Plan if:


 


	 	(1)	immediately after the grant, such Employee would be a Five Percent Owner; or


 


	 	(2)	such option would permit such Employee’s rights to purchase stock under all employee stock purchase plans of the Participating Companies which 


 




    	 



    	 



    

 


	 	 	meet the requirements of Section 423(b) of the Code to accrue at a rate which exceeds $25,000 in fair market value (as determined pursuant to Section 423(b)(8) of the Code) for each calendar year in which such option is outstanding.


 


(e)     Commencement
of Participation. An Employee who meets the eligibility requirements of Sections 3(a) and 3(b) of the Plan as of an applicable
Enrollment Date and whose participation is not restricted under Section 3(d) of the Plan shall become a Participant by completing
an Election Form and filing it with the Committee on or before the applicable Enrollment Date. Payroll Deductions for a Participant
shall commence on the applicable Offering Commencement Date when his or her authorization for Payroll Deductions becomes effective,
and shall end on the Plan Termination Date, unless sooner terminated by the Participant pursuant to Section 8 of the Plan.
Notwithstanding the foregoing sentence, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(d)
of the Plan, a Participant’s payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period; provided,
that such Payroll Deductions shall recommence at the rate as provided in such Participant’s Enrollment Form at the beginning
of the first Offering Period that is scheduled to end in the following calendar year, unless terminated by the Participant as provided
in Section 8 of the Plan.


 


		4.	Shares Per Offering.



The Plan shall
be implemented by a series of Offerings that shall terminate on the Plan Termination Date. Offerings shall be made with respect
to Compensation payable for each Offering Period occurring on or after adoption of the Plan by the Board and ending with the Plan
Termination Date. Shares available for any Offering shall be the difference between the maximum number of Shares that may be issued
under the Plan, as determined pursuant to Section 10(a) of the Plan, for all of the Offerings, less the actual number of Shares
purchased by Participants pursuant to prior Offerings. If the total number of Shares for which options are exercised on any Offering
Termination Date exceeds the maximum number of Shares available, the Committee shall make a pro rata allocation of Shares available
for delivery and distribution in as nearly a uniform manner as practicable, and as it shall determine to be fair and equitable,
and the unapplied Account balances shall be returned to Participants as soon as practicable following the Offering Termination
Date.


 


		5.	Payroll Deductions.



(a)     Amount
of Payroll Deductions. An Eligible Employee who wishes to participate in the Plan shall file an Election Form (authorizing
payroll deductions) with the Committee prior to the applicable Enrollment Date.


 


(b)     Participants’
Accounts. All Payroll Deductions with respect to a Participant pursuant to Section 5(a) of the Plan shall commence on
the first payroll following the Enrollment Date and shall end of the last payroll in the Offering Period to which such authorization
is applicable, unless sooner terminated by the Participant as provided in Section 8. All Payroll Deductions will be credited
to the Participant’s Account under the Plan. The amounts collected from the Participant shall not be held in any segregated
account or trust fund and may be commingled with the general assets of the Company and used for general corporate purposes.


 




    	 



    	 



    

 


(c)     Changes
in Payroll Deductions. A Participant may discontinue his participation in the Plan as provided in Section 8(a) of the
Plan, but no other change can be made during an Offering Period, including, but not limited to, changes in the amount of Payroll
Deductions for such Offering. A Participant may change the amount of Payroll Deductions for subsequent Offerings by giving written
notice of such change to the Committee on or before the applicable Enrollment Date for such Offering Period.


 


(d)     Leave
of Absence. A Participant who goes on an Approved Leave of Absence before the Offering Termination Date after having filed
an Election Form with respect to such Offering may:


 


	 	(1)	withdraw the balance credited to his or her Account pursuant to Section 8(b) of the Plan;


 


	 	(2)	discontinue contributions to the Plan but remain a Participant in the Plan through the earlier of (i) the Offering Termination Date or (ii) the close of business on the 90th day of such Approved Leave of Absence unless such Employee shall have returned to regular non-temporary employment before the close of business on such 90th day;


 


	 	(3)	remain a Participant in the Plan during such Approved Leave of Absence through the earlier of (i) the Offering Termination Date or (ii) the close of business on the 90th day of such Approved Leave of Absence unless such Employee shall have returned to regular non-temporary employment before the close of business on such 90th day, and continue the authorization for the Participating Company to make Payroll Deductions for each payroll period out of continuing payments to such Participant, if any.


 


		6.	Granting of Options.



On each Offering
Termination Date, each Participant shall be deemed to have been granted an option to purchase a minimum of one (1) Share and
a maximum number of Shares that shall be a number of whole Shares equal to the quotient obtained by dividing the balance credited
to the Participant’s Account as of the Offering Termination Date, by the Option Price. Notwithstanding the foregoing and
subject to the limitations described in Section 3(d)(2), on each applicable Offering Termination Date, no Participant may
purchase more than the number of Shares obtained by dividing (i) $25,000 by (ii) the Fair Market Value as of the applicable
Offering Termination Date. Notwithstanding the foregoing, no participant may purchase more than $25,000 worth of stock in any calendar
year, and if a Participant’s contributions exceed this limit, then any such excess contributions will be returned to Participant
without interest and will not be used to purchase Shares under the Plan.


 


		7.	Exercise of Options.



(a)     Automatic
Exercise. With respect to each Offering, a Participant’s option for the purchase of Shares granted pursuant to Section 6
of the Plan shall be deemed to have been exercised automatically on the Offering Termination Date applicable to such Offering.
Notwithstanding the foregoing, upon the occurrence of a Plan Termination Date as described in


 




    	 



    	 



    

 


Section 2(x)(3) or Section 2(x)(4),
all Shares or Payroll Deductions (to the extent not yet applied to the purchase of Shares) under the Plan shall be distributed
to the Participants as soon as administratively practicable following such Plan Termination Date.


 


(b)     Fractional
Shares and Minimum Number of Shares. Fractional Shares shall not be issued under the Plan. Amounts credited to an Account remaining
after the application of such Account to the exercise of options for a minimum of one (1) full Share shall be credited to
the Participant’s Account for the next succeeding Offering, or, at the Participant’s election, returned to the Participant
as soon as practicable following the Offering Termination Date, without interest.


 


(c)     Transferability
of Option. No option granted to a Participant pursuant to the Plan shall be transferable other than by will or by the laws
of descent and distribution, and no such option shall be exercisable during the Participant’s lifetime other than by the
Participant.


 


(d)     Delivery
of Certificates for Shares. The Company shall deliver certificates for Shares acquired on the exercise of options during an
Offering Period as soon as practicable following the Offering Termination Date.


 


		8.	Withdrawals.



(a)     Withdrawal
of Account. A Participant may elect to withdraw the balance credited to the Participant’s Account by providing a Termination
Form to the Committee at any time before the Offering Termination Date applicable to any Offering.


 


(b)     Amount
of Withdrawal. A Participant may withdraw all, but not less than all, of the amounts credited to the Participant’s Account
by giving a Termination Form to the Committee. All amounts credited to such Participant’s Account shall be paid as soon as
practicable following the Committee’s receipt of the Participant’s Termination Form, and no further Payroll Deductions
will be made with respect to the Participant.


 


(c)     Termination
of Employment. Upon termination of a Participant’s employment for any reason other than death, including termination
due to disability or continuation of a leave of absence beyond 90 days, all amounts credited to such Participant’s Account
shall be returned to the Participant. In the event of a Participant’s (1) termination of employment due to death, or
(2) death after termination of employment but before the Participant’s Account has been returned, all amounts credited
to such Participant’s Account shall be returned to the Participant’s Successor-in-Interest.


 


(d)     Leave
of Absence. A Participant who is on an Approved Leave of Absence shall, subject to the Participant’s election pursuant
to Section 5(d) of the Plan, continue to be a Participant in the Plan until the earlier of (i) the end of the first Offering
ending after commencement of such Approved Leave of Absence, or (ii) the close of business on the 90th day of such Approved
Leave of Absence unless such Employee shall have returned to regular non-temporary employment before the close of business on such
90th day. A Participant who has been on an Approved Leave of Absence for more than 90 days shall not be eligible to participate
in any Offering that begins on or after the commencement of such Approved Leave of Absence so long as such leave of absence continues.


 




    	 



    	 



    

 


		9.	Interest.



No interest
shall be paid or allowed with respect to amounts paid into the Plan or credited to any Participant’s Account.


 


		10.	Shares.



(a)     Maximum
Number of Shares. No more than 2,000,000 Shares may be issued under the Plan. Such Shares shall be authorized but unissued
or reacquired Shares of the Company, including Shares purchased on the open market. The number of Shares available for any Offering
and all Offerings shall be adjusted if the number of outstanding Shares of the Company is increased or reduced by split-up, reclassification,
stock dividend or the like. All Shares issued pursuant to the Plan shall be validly issued, fully paid and nonassessable.


 


(b)     Participant’s
Interest in Shares. A Participant shall have no interest in Shares subject to an option until such option has been exercised.


 


(c)     Registration
of Shares. Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant.


 


(d)     Restrictions
on Exercise. The Board may, in its discretion, require as conditions to the exercise of any option such conditions as it may
deem necessary to assure that the exercise of options is in compliance with applicable securities laws.


 


		11.	Expenses.



The Participating
Companies shall pay all fees and expenses incurred (excluding individual Federal, state, local or other taxes) in connection with
the Plan. No charge or deduction for any such expenses will be made to a Participant upon the termination of his or her participation
under the Plan or upon the distribution of certificates representing Shares purchased with his or her contributions.


 


		12.	Taxes.



The Participating
Companies shall have the right to withhold from each Participant’s Compensation an amount equal to all Federal, state, city
or other taxes as the Participating Companies shall determine are required to be withheld by them in connection with the grant,
exercise of the option or disposition of Shares. In connection with such withholding, the Participating Companies may make any
such arrangements as are consistent with the Plan as it may deem appropriate, including the right to withhold from Compensation
paid to a Participant other than in connection with the Plan and the right to withdraw such amount from the amount standing to
the credit of the Participant’s Account.


 


		13.	Plan and Contributions Not to Affect Employment.



The Plan shall
not confer upon any Eligible Employee any right to continue in the employ of the Participating Companies.


 


		14.	Administration.



The Plan shall
be administered by the Board, which may delegate responsibility for such administration to a committee of the Board (the “Committee”).
If the Board fails to appoint


 




    	 



    	 



    

 


the Committee, any references in
the Plan to the Committee shall be treated as references to the Board. The Board, or the Committee, shall have authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations deemed necessary
or advisable in administering the Plan, with or without the advice of counsel. The determinations of the Board or the Committee
on the matters referred to in this paragraph shall be conclusive and binding upon all persons in interest.


 


		15.	Amendment and Termination.



The Board
may terminate the Plan at any time and may amend the Plan from time to time in any respect; provided, however, that
upon any termination of the Plan, all Shares or Payroll Deductions (to the extent not yet applied to the purchase of Shares) under
the Plan shall be distributed to the Participants, provided further, that no amendment to the Plan shall affect the
right of a Participant to receive his or her proportionate interest in the Shares or his or her Payroll Deductions (to the extent
not yet applied to the purchase of Shares) under the Plan, and


provided further, that the
Company may seek shareholder approval of an amendment to the Plan if such approval is determined to be required by or advisable
under the regulations of the Securities or Exchange Commission or the Internal Revenue Service, the rules of any stock exchange
or system on which the Shares are listed or other applicable law or regulation.


 


		16.	Effective Date.



The Plan shall
be effective on ____________, 2015 (the “Effective Date”), with its initial Offering Period beginning January 1, 2016.


 


		17.	Government and Other Regulations.



(a)     In
General. The purchase of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies as may be required.


 


(b)     Securities
Law. The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary
or appropriate to comply with the then-existing requirements of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission.


 


		18.	Non-Alienation.



No Participant
shall be permitted to assign, alienate, sell, transfer, pledge or otherwise encumber his interest under the Plan prior to the distribution
to him of Share certificates. Any attempt at assignment, alienation, sale, transfer, pledge or other encumbrance shall be void
and of no effect.


 


		19.	Notices.



Any notice
required or permitted hereunder shall be sufficiently given only if delivered personally, telecopied, or sent by first class mail,
postage prepaid, and addressed:


 



    	 



    	 



    

 


If to the
Company:


Majesco


5 Penn Plaza,
14th Floor


New York, NY 10001


Attention: Employee Stock
Purchase Plan Committee


 


or any other address
provided pursuant to written notice.


 


If to the
Participant: At the address on file with the Company from time to time, or to such other address as either party may hereafter
designate in writing by notice similarly given by one party to the other.


 


		20.	Successors.



The Plan shall
be binding upon and inure to the benefit of any successor, successors or assigns of the Company.


 


		21.	Severability.



If any part
of this Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate
or nullify the remaining provisions of this Plan which shall continue in full force and effect.


 


		22.	Acceptance.



The election
by any Eligible Employee to participate in this Plan constitutes his or her acceptance of the terms of the Plan and his or her
agreement to be bound hereby.


 


		23.	Applicable Law.



This Plan shall
be construed in accordance with the law of the State of New York, to the extent not preempted by applicable Federal law.


 




    	 



    	 



    

 


SCHEDULE
A


 


Participating
Companies


 


Majesco


 


Majesco Software and Solutions Inc.


 


Cover-All Systems, Inc.