Exhibit 10.1

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT
entered into as of February 27, 2015 (the “Effective Date”), by and between COVER-ALL TECHNOLOGIES INC., a Delaware corporation
(the “Company”), having its principal office at 412 Mount
Kemble Ave, Suite 110C, New Jersey 07960, and MANISH D. SHAH (“Employee”).

RECITALS 

A. The Company and Employee are
parties to an Employment Agreement dated March 7, 2012 and as amended on July 1,
2013 (as amended, the “Prior
Employment Agreement”). 

B. The Company and Employee
desire to amend and restate the Prior Employment Agreement.

C. Company and Employee are
entering into this Agreement for the purpose of memorializing the terms upon
which, and the conditions subject to which, Company will continue to employ
Employee and Employee will continue to provide services to Company. 

AGREEMENT 

THEREFORE, for and in
consideration of the premises and the mutual covenants and agreements contained
in this Agreement, Company and Employee agree as follows: 

ARTICLE ONE


DEFINITIONS AND TERMS


1.1 Definitions. For purposes
of this Agreement, the following terms are defined as set forth in this
Section 1.1 or in the provisions of this Agreement to which
reference is made in this Section
1.1. 

Accrued
Compensation means any and all
earned but unpaid Annual Salary and earned but unused vacation and other earned
paid time off, in each case, through and including the Termination Date.


Affiliate means, as to any
Person, any other Person who directly controls, is controlled by, or is under
common control with, such Person. For purposes of this definition, “control,”
“controlled by,” and “under common control with” means possession, directly or
indirectly, of power to direct or cause the direction of management or policies
(whether through ownership of voting securities or interests, by contract, or
otherwise). 

Annual
Salary has the meaning given such
term in Section
4.1. 

Agreement means this
Amended and Restated Employment Agreement, as it may be amended from time to
time. 







Board means the board of directors of
Company.

Business
Day means every day other than a
Saturday, Sunday or any day on which commercial banks in the State of New York
or New Jersey are authorized or obligated to close. 

Cause means any one or more of the following during the
Term: (a) Employee’s willful and knowing gross misconduct that is work-related
and not cured within 30 days after Company gives Employee written notice thereof
containing a reasonably detailed description of the alleged misconduct; (b)
Employee’s fraud or misappropriation of Company funds (other than inadvertent
misappropriations as a result of unintentional errors); (c) Employee’s
conviction of or pleas of guilty or nolo contender to (i) any felony, (ii) any
drug related offense; or (iii) any offense involving moral turpitude that
results or will result in material harm to Company or its Affiliates, as
determined reasonably and in good faith by the MCEO; (d) the absence (other than
absence by reason of Disability or a condition that is reasonably expected to
become a Disability, or for vacation, sick days or other time off taken in
accordance with Company policy or otherwise approved by Company or leave under
the Family Medical Leave Act or otherwise permitted under applicable Laws) of
Employee from work for a period of 60 consecutive Business Days during any
90-day period while this Agreement remains in effect; or (e) the willful and
knowing material breach by Employee of any covenants set forth in this
Agreement or any material written policies of the Company
(so long as such policies have been delivered to Employee), the breach of which
would reasonably be expected to expose the Company or its Affiliates to material
liability to a third party (including another employee of the Company or its
Affiliates), as determined reasonably and in good faith by the MCEO, that is not
cured within 10 Business Days after Company gives Employee written notice
thereof containing a reasonably detailed description of the alleged breach,
unless the MCEO determines reasonably and in good faith that such breach is not
capable of being cured within 10 Business Days, in which case such 10 Business
Day notice period is not required. 

Closing means the closing of the merger contemplated by
that certain Agreement and Plan of Merger, dated December 14, 2014 (the
“Merger Agreement”), between the Company and Majesco, whereby the
Company will merge with and into Majesco with Majesco as the surviving
corporation. 

Code means the Internal Revenue Code of 1986, and the
Treasury Regulations promulgated thereunder. 

Company has the meaning given such term in the initial
paragraph of this Agreement. 

Company
Business means the business of
providing business solutions and information technology services to the life,
annuity and pensions and property and casualty insurance sectors, including
policy administration, product modelling, new business processing, billing,
claims and producer lifecycle management and distribution, as well as business
process automation and enterprise regulatory and policy compliance business
process reengineering, requirements definition, testing, business intelligence,
and data warehousing services to property and casualty insurance companies and,
as well as any other business conducted by the Company during the period of
Employee’s employment with the Company.

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Company
Clients means (a) the customers
of the Company Business as of, or during the 12 month period before, the
Termination Date, about which Employee had actual knowledge; (b) any prospective
customers of the Company Business as of, or during the 12 month period before,
the Termination Date about which Employee had actual knowledge or with respect
to which Employee received material Confidential Information; and (c) any other
customer of the Company or its Affiliates as of, or during the 12 month period
before, the Termination Date, or prospective customer of the Company or its
Affiliates as of, or during the 12 month period before, the Termination Date, in
each case, about which Employee has actual knowledge and (i) with respect to
which Employee has received material Confidential Information, (ii) with which
Employee has had direct substantial contact, (iii) to which Employee has
provided services in the course of performing his duties for the Company or (iv)
with respect to which Employee was actively engaged in the solicitation of such
Person’s business with the Company or such of its Affiliates. 

Company
Subsidiary means any corporation
or other entity that is a Subsidiary of the Company. 

Competitive
Services means the provision of
business of providing business solutions and information technology services to
the life, annuity and pensions and property and casualty insurance sectors,
including policy administration, product modelling, new business processing,
billing, claims and producer lifecycle management and distribution, as well as
business process automation and enterprise regulatory and policy compliance
business process reengineering, requirements definition, testing, business
intelligence, and data warehousing services to property and casualty insurance
companies and, as well as any other business conducted by the Company during the
period of Employee’s employment with the Company.

Confidential
Information of Company and its
Affiliates means, to the extent not publicly available or generally known in the
industry: (a) information of a technical and business nature pertaining to
Company’s or its Affiliates’ products, sales, licensing, consulting and other
services; the identity of previous, existing or potential employees and Company
Clients; the confidential information supplied by previous, existing or
potential employees and Company Clients; the terms and conditions under which
Company or its Affiliates deal with past, present or future employees and
Company Clients; the forms, unique techniques, methods, training systems and
procedures for operation of Company’s or its Affiliates’ sales, licensing,
consulting and other services; the terms and conditions under which Company or
its Affiliates deal with other Persons engaged in business similar to the
Company Business; and Company’s or its Affiliates’ contacts with such Persons
and suppliers; and (b) Proprietary Information and Trade Secrets, as defined
herein. Notwithstanding the foregoing, Confidential Information does not include
any (i) personal expertise, (ii) know-how of Employee that is acquired prior to
the Effective Date or (iii) information that is or becomes generally available
to the public other than by reason of Employee’s breach of this Agreement.


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Disability means Employee
is entitled to receive long-term disability benefits under Company’s long-term
disability plan as then in effect, or in the absence of such plan, Employee’s
inability, due to physical or mental incapacity, to substantially perform his
duties and responsibilities under this Agreement with or without reasonable
accommodation for one hundred eighty (180) days out of any three
hundred sixty-five (365) day period or one hundred twenty (120)
consecutive days. Any question as to the existence of Employee’s Disability as
to which Employee and Company cannot agree shall be determined in writing by a
qualified independent physician mutually acceptable to Employee and Company. If
Employee and Company cannot agree as to a qualified independent physician, each
shall appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. The Company shall bear the expense of
such physicians. The determination of Disability made in writing to Company and
Employee shall be final and conclusive for all purposes of this Agreement.


Effective
Date has the meaning given such
term in the initial paragraph of this Agreement. 

Employee has the meaning given such term in the initial
paragraph of this Agreement. 

Good
Reason means the occurrence of
any of the following, in each case without Employee’s prior written consent: (a)
a reduction in Employee’s Annual Salary; (b) a material diminution in the
Employee’s responsibilities, authority or duties set forth in Section 2.2 of this Agreement; (c) a relocation of Employee’s principal place of
employment by more than fifty (50) miles; (d) a failure by the Company to pay to
Employee any amounts payable as and when due or any other material breach by
Company of any covenants or obligations of this Agreement, provided, that
Employee recognizes that it shall not be a breach of this Agreement for Employee
to no longer be the CEO of the Company after the Closing; or (e) Company’s
failure to obtain a written agreement from any assignee of or successor to the
Company to assume and agree to perform this Agreement in the same manner and to
the same extent that Company would be required to perform if no assignment or
succession had taken place, except where such assumption occurs by operation of
Law. Notwithstanding the foregoing, Good Reason shall only exist if Employee
provides Company written notice of the purported Good Reason event within sixty
(60) days of Employee having actual knowledge of the initial existence of the
condition, if the Company fails to remedy the Good Reason event within thirty
(30) days of such written notice and if Employee terminates his employment with
the Company within sixty (60) days thereafter. 

Laws means all applicable statutes, laws, treaties,
ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments
or opinions of any Tribunal. 

MCEO has the meaning given such term in
Section 2.2(a). 

Majesco has the meaning given such term in the recitals.


Person means any individual, corporation, partnership,
joint venture, limited liability company, trust, Tribunal or other entity.


Proprietary
Information has the meaning given
such term in Section
5.3. 

Release Execution
Period has the meaning given such
term in Section
3.2(b). 

Restricted
Period has the meaning given such
term in Section
5.4(a). 

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Rights mean legal and equitable rights, remedies,
powers, privileges and benefits. 

Section
409A has the meaning given such
term in Section
6.8(a). 

Severance
Payment means an amount
determined by (i) dividing Employee’s highest Annual Salary over the past 12
months prior to an applicable termination of employment by twelve (12) to
determine the monthly salary and then (ii) multiplying such monthly salary by
six (6).

Specified Employee
Payment Date has the meaning
given such term in Section
6.8(b). 

Subsidiary of a Person
means any corporation or other Person of which securities or other interests
having the power to elect a majority of that corporation’s or other Person’s
board of directors or similar governing body, or otherwise having the power to
direct the business and policies of that corporation or other Person (other than
securities or other interests having such power only upon the happening of a
contingency that has not occurred) are held by such Person or one or more of its
Subsidiaries; when used without reference to a Person other than Company,
“Subsidiary” means a Company Subsidiary. 

Target
Bonus has the meaning given such
term in Section
4.2. 

Taxes means all taxes and charges of any nature
whatsoever imposed by any Law or Tribunal. 

Term has the meaning given such term in
Section 3.1. 

Termination
Date means the effective date of
the termination of Employee’s employment with the Company and its Affiliates.


Trade
Secrets of Company and its
Affiliates means any of the following that is non-public and owned by the
Company or its Affiliates, including, without limitation: (a) technical or
non-technical data, formulae, patterns, compilations, programs, source code,
tools, tool kits, object code, devices, methods, techniques, drawings,
processes, financial data, financial plans, product plans or lists of suppliers;
(b) computerized or computer recorded materials, training materials, policy and
procedure manuals, video and audio tape recordings of training and operating
methods and techniques, source documents, advertising theories, formats for
advertising special advertising programs, and other business methods and
techniques; (c) information, business strategies and methods, and techniques
which are commonly considered confidential in the business in which Company is
engaged, including, without limitation, elearning training systems,
videoconference systems and training and education systems; and (d) all
documents, manuals and other tangible things or media of storage or
communication containing, expressing, reflecting, embodying or illustrating any
of the foregoing, including, without limitation, all materials which are marked
as “confidential,” “secret,” “internal” or “proprietary”. 

Transaction means the
Merger Agreement whereby the Company will merge with and into Majesco with
Majesco as the surviving corporation. 

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Tribunal means any (a) local, state, federal or foreign
judicial, executive, administrative, regulatory or legislative instrumentality,
and (b) private arbitration board or panel. 

Unreimbursed
Expenses means unreimbursed
business expenses incurred by Employee, in accordance with Company’s written
expense reimbursement policies as in effect from time to time, through and
including the Termination Date. 

1.2 Number and Gender of Words. Whenever in this Agreement the singular number is used, the same shall
include the plural where appropriate and vice versa, and words of
any gender shall include each other gender where appropriate. 

ARTICLE TWO


EMPLOYMENT OF EMPLOYEE


2.1 Employment. Company hereby
agrees to employ Employee and Employee hereby agrees to accept such employment
with Company subject to the terms and conditions set forth in this Agreement.
This Agreement is effective on and as of the Effective Date. 

2.2 Duties and Authority.


(a) Duties of Employee. Until
the Termination Date, Employee will be employed by Company as its President and
Chief Executive Officer reporting to Company’s Board of Directors before the
Closing and after the Closing as an Executive Vice President of Majesco
reporting to Majeco’s Chief Executive Officer for North America (the
“MCEO”) (prior to the Closing all references to the
MCEO shall be deemed to be references to the Board, and all references to the
Board after the Closing shall be deemed to be references to the MCEO), and will
faithfully and to the best of Employee’s ability perform such duties as may be
determined and directed by the Board (prior to the Closing) or by the MCEO
(after the Closing), which duties shall be consistent with such position. In
performing Employee’s duties and exercising Employee’s authority under this
Agreement, Employee will endeavor to support and implement the business and
strategic plans approved from time to time by the Board and to support and
cooperate with Company’s efforts to develop its markets, expand its business and
operate profitably and in conformity with the business and strategic plans
approved by the Board. 

(b) Employee’s Authority. In
performing Employee’s duties under this Agreement, Employee will have such
authority as is necessary for Employee to fulfill Employee’s duties with
Company, subject, however, to Company’s articles of incorporation and bylaws and
such written policies and procedures as may from time to time be adopted by, or
such written directives of, the MCEO or the Board as may from time to time be
given to Employee. 

(c) Time and Attention to Services. During the Term, Employee will devote substantially all of Employee’s
business time and attention to the performance of Employee’s duties to Company.
Subject to the foregoing, during the Term, Employee will not engage in any other
work not related to Company without the express permission of the Board or the
MCEO; provided that the foregoing shall not prohibit employee from engaging in
any charitable or civic activities during the Term outside of regular working
hours. 

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(d) Principal Place of Employment. The principal place of Employee’s employment shall be Morristown, New
Jersey; provided that Employee may be required to travel on Company business.


ARTICLE THREE


TERM AND TERMINATION


3.1 Term. The term of
employment under this Agreement shall commence on the Effective Date and, unless
extended pursuant to the following sentence or earlier terminated under
Section 3.2 below, shall terminate on the third anniversary
of the Effective Date (the “Term”). The Term shall
automatically be extended, subject to the same terms, conditions and limitations
as provided herein, for an additional one year period on the third anniversary
of the Effective Date and on each such subsequent anniversary date thereafter
unless, not later than 90 days prior to any such anniversary, either party gives
notice to the other party that the Term shall not be extended or further
extended beyond its then automatically extended term, if any. 

3.2 Termination. The Term and
Employee’s employment hereunder may be terminated at any time after the
Effective Date, as follows: 

(a) Termination by Company for Cause. The Term and Employee’s employment with Company may be terminated by
Company at any time for Cause by the delivery to Employee of a written notice of
termination stating the Termination Date and the basis upon which this Agreement
is being terminated by Company. In the event of termination of Employee’s
employment by Company for Cause, Employee will be entitled to (i) Employee’s
Accrued Compensation, (ii) reimbursement for Employee’s Unreimbursed Expenses
and (iii) such employee benefits (including equity compensation), if any, as to
which Employee may be entitled under Company’s employee benefit plans as of the
Termination Date, but will not be entitled to any other salary, benefits, bonus
or other compensation of any kind with respect to periods after the Termination
Date, except as otherwise required by applicable Law. The Company will pay
Employee his Accrued Compensation in a lump sum on the earliest of (A) the date
required under applicable Law or (B) the date on which Company’s next regularly
scheduled payroll occurs. The Company will pay Employee his Unreimbursed
Expenses in accordance with Company policy, but in no event later than 30 days
after the Termination Date.

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(b) Termination by Company without
Cause or by Employee for Good Reason. The Term and Employee’s employment with Company may be terminated by Company at
any time without Cause or by Employee for Good Reason by the delivery to the other party of written notice of termination stating
the Termination Date (which shall not be any sooner than 10 Business Days following the delivery of such notice of termination)
and the basis upon which this Agreement is being terminated. Upon the termination of the Term and Employee’s employment with
the Company by Company without Cause or by Employee for Good Reason, Employee will be entitled to (i) Employee’s Accrued
Compensation, (ii) reimbursement for Employee’s Unreimbursed Expenses, (iii) such employee benefits (including equity compensation),
if any, as to which Employee may be entitled under Company’s employee benefit plans as of the Termination Date, (iv) a pro
rata portion of the bonus payment set forth in Section 4.2, based upon the number of days Employee was employed during
the Company’s fiscal year for which such bonus is computed, to the extent the goals applicable to such bonus are actually
met for the fiscal year in question, which shall be payable at the same time such bonus would have been paid under Section 4(b)
hereof (the “Pro-Rata Bonus”), and (v) the Severance Payment, but will not be entitled to any other salary, benefits,
bonus or other compensation of any kind with respect to periods after the Termination Date, except as otherwise required by applicable
Law. The Company will pay Employee his Accrued Compensation in a lump sum on the earliest of (A) the date required under applicable
Law or (B) the date on which Company’s next regularly scheduled payroll occurs. The Company will pay Employee his Unreimbursed
Expenses in accordance with Company policy, but in no event later than thirty (30) days after the Termination Date. The Company
will pay the Severance Payment in equal monthly installments (without interest) on the first day of each calendar month, beginning
on the first day of the calendar month after the release described below in this Section 3.2(b) becomes effective. Company’s
obligation to pay (or to continue to pay) the Severance Payment, as contemplated by this Section 3.2(b), is expressly conditioned
upon Employee’s (x) timely delivery to Company, and non-revocation, of an executed full general release, in the Company’s
standard form provided to similarly situated employees, releasing all claims, known or unknown, that Employee may have against
Company and its Affiliates arising out of or in any way related to Employee’s employment or termination of employment with
Company, but not including any failures to pay the amounts payable to Employee hereunder, which release will be provided within
five (5) days after the Termination Date, and (y) continued compliance by Employee with the provisions of Article Five.
If Company does not receive the executed general release from Employee within 30 days following the Termination Date (or fifty
(50) days following the Termination Date if 29 U.S.C. Sec. 626(f)(1)(F)(ii) applies) (such thirty (30)-day or fifty (50)-day period,
as applicable, the “Release Execution Period”), or Employee revokes the release, or Employee fails to comply
with the provisions of Article Five, or Employee has filed claims or a lawsuit against Company or its Affiliates, Company
shall not be obligated to pay or continue to pay, and Employee shall not be entitled to receive or continue to receive, the Severance
Payment. Notwithstanding the foregoing, if the Release Execution Period begins in one taxable year and ends in another taxable
year, the Severance Payment shall not commence until the beginning of the second taxable year.

(c) Termination by Employee without Good Reason. The Term and Employee’s employment with Company
may be terminated by Employee at any time without Good Reason. Upon such
termination by Employee, Employee will be entitled to (i) Employee’s Accrued
Compensation, (ii) reimbursement for Employee’s Unreimbursed Expenses, (iii) the
Pro-Rata Bonus and (iv) such employee benefits (including equity compensation),
if any, as to which Employee may be entitled under Company’s employee benefit
plans as of the Termination Date, but will not be entitled to any other salary,
benefits, bonus or other compensation of any kind with respect to periods after
the Termination Date, except as otherwise required by applicable Law. The
Company will pay Employee his Accrued Compensation in a lump sum on the earliest
of (A) the date required under applicable Law or (B) the date on which Company’s
next regularly scheduled payroll occurs. The Company will pay Employee his
Unreimbursed Expenses in accordance with Company policy, but in no event later
than thirty (30) days after the Termination Date. On or after the date on which
Company receives notice of Employee’s termination of this Agreement under this
Section 3.2(c), Company, at its election, may continue
Employee’s salary, benefits and other compensation through the date of
termination specified in Employee’s notice
or terminate Employee’s employment immediately (provided that such termination
will not be considered a termination without Cause).

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(d) Termination Upon Death or Disability of Employee. The Term and Employee’s employment with Company
will be terminated immediately upon the death or Disability of Employee. Upon
termination due to Employee’s death or Disability, Employee (or Employee’s
estate) will be entitled to (i) Employee’s Accrued Compensation, (ii)
reimbursement for Employee’s Unreimbursed Expenses, (iii) the Pro-Rata Bonus and
(iv) such employee benefits (including equity compensation), if any, as to which
Employee may be entitled under Company’s employee benefit plans as of the
Termination Date, but will not be entitled to any other salary, benefits, bonus
or other compensation of any kind with respect to periods after the Termination
Date, except as otherwise required by applicable Law. The Company will pay
Employee or his estate his Accrued Compensation in a lump sum on the earliest of
(A) the date required under applicable Law or (B) the date on which Company’s
next regularly scheduled payroll occurs. The Company will pay Employee or his
estate his Unreimbursed Expenses in accordance with Company policy, but in no
event later than thirty (30) days after the Termination Date. 

(e) Termination Upon Expiration or Non-renewal of Term. Upon termination due to the expiration or
non-renewal of the Term, Employee will be entitled to (i) Employee’s Accrued
Compensation, (ii) reimbursement for Employee’s Unreimbursed Expenses, (iii) the
Pro-Rata Bonus and (iv) such employee benefits (including equity compensation),
if any, as to which Employee may be entitled under Company’s employee benefit
plans as of the Termination Date, but will not be entitled to any other salary,
benefits, bonus or other compensation of any kind with respect to periods after
the Termination Date, except as otherwise required by applicable Law. The
Company will pay Employee his Accrued Compensation in a lump sum on the earliest
of (A) the date required under applicable Law or (B) the date on which Company’s
next regularly scheduled payroll occurs. The Company will pay Employee his
Unreimbursed Expenses in accordance with Company policy, but in no event later
than thirty (30) days after the Termination Date.

(f) Exclusivity of Termination Provisions. The termination provisions above regarding the
parties’ respective obligations in the event Employee’s employment is terminated
are intended to be exclusive and in lieu of any other Rights to which Employee
or Company may otherwise be entitled by Law, in equity, or otherwise. It is also
agreed that, although the personnel policies and fringe benefit programs of
Company may be unilaterally modified from time to time, the termination
provisions of this Agreement are not subject to modification, whether orally or
in writing, unless any such modification is mutually agreed upon in writing and
signed by Company and Employee. 

ARTICLE FOUR


COMPENSATION AND BENEFITS


4.1 Annual Salary. In
consideration of the performance of Employee’s duties and the fulfillment of
Employee’s obligations under this Agreement, beginning on the Effective Date and
continuing throughout the Term, Employee
will be paid an annual salary of $325,000 (the “Annual Salary”). Employee’s Annual Salary will be payable in
such manner as the salaries of other similarly situated employees of Company are
paid and in accordance with Company policy adopted by the Board. The amount of
Employee’s Annual Salary may be increased from time to time in the sole
discretion of the Company in which case, “Annual Salary” shall mean such
increased amount.

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4.2 Variable Pay. During the
Term, Employee shall be eligible to earn an annual performance bonus, subject to
the attainment of annual Company and/or individual performance goals as
determined by the Board, prior to Closing, and the MCEO, after the Closing;
provided, that for any year during which the Closing occurs, Employee’s annual
performance bonus shall be pro rated based on Employee’s performance for the
period through Closing as determined by the Board and the period of such year
after the Closing as determined by the MCEO. Employee’s annual target bonus will
be 30% of Employee’s Annual Salary (the “Target Bonus”). Any such
bonus payable under this Section 4.2 shall be paid within 45 days after the end
of the fiscal year to which such bonus relates. 

4.3 Equity. During the Term,
Employee shall be eligible to receive equity grants, as determined by the Board
(or a committee thereof) under the Company’s equity plans prior to the Closing
and after the Closing, Employee shall be eligible to receive equity grants, as
determined by Majesco’s Board of Directors (or a committee thereof) at such
times and in such forms and amounts as the applicable board or a committee
thereof may determine from time to time. 

4.4 Other Benefits. Commencing
on the Effective Date and thereafter throughout the Term, Employee will be
entitled to participate in all of Company’s employee benefit plans and
arrangements as to all benefits generally provided or made available to other
executives of Company, whether such plans or benefits are in effect at the
Effective Date or are established after the Effective Date, including, without
limitation, participation in any incentive compensation plan, pension or
retirement plan, and such group medical (including dental) insurance, disability
insurance and life insurance benefits as are made available to other executives
of Company, subject, however, to (i) eligibility requirements and (ii)
modification or elimination in accordance with Company’s standard policies as in
effect from time to time.

4.5 Vacation. During the Term,
Employee will be entitled to paid vacation on a basis that is at least as
favorable as that provided to other executives of Company.

4.6 Company Car. During the
Term, Employee shall be entitled to the use of a Company automobile of
Employee’s choice for business purposes, the cost of such automobile shall not
exceed $75,000. In addition, the Company shall reimburse Employee, upon the
presentation of appropriate receipts, for all maintenance and repair costs
incurred by Employee in connection with the use of such automobile. Upon any
termination of the employment of Employee for any reason, including upon the
expiration of this Agreement, Employee shall have the right, exercisable within
30 days after the Termination Date, to purchase from the Company the automobile
at a price equal to its then-current book value (as on the Company’s
books).

4.7 Business Expenses. During
the Term, Employee shall be entitled to reimbursement for all reasonable and
necessary out-of-pocket business, entertainment and travel expenses incurred by Employee in connection with
the performance of Employee’s duties hereunder in accordance with Company’s
expense written reimbursement policies and procedures. 

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ARTICLE FIVE


CERTAIN REPRESENTATIONS,
WARRANTIES AND COVENANTS OF EMPLOYEE 

5.1 Representations and Warranties. Employee represents and warrants to Company that (a) Employee is free
to enter into this Agreement, to perform Employee’s duties under this Agreement
and to fulfill Employee’s obligations under this Agreement, (b) Employee is not
restricted or prohibited, contractually or otherwise, from entering into and
performing this Agreement, (c) Employee’s execution and performance of this
Agreement does not breach or violate any other agreement to which Employee is a
party or by which Employee is bound, and (d) Employee has no right or other
interest in Company’s Trade Secrets and other Confidential Information.


5.2 Confidentiality and Non-Disclosure. Employee acknowledges that in the performance of Employee’s duties to
Company under this Agreement, Employee has gained and will continue to gain a
close, personal, and special influence with Company’s employees, Company Clients
and Company suppliers and will obtain and/or develop certain valuable
Confidential Information of or pertaining to Company or its Affiliates, which
Confidential Information has been or will be uniquely developed by or for
Company or its Affiliates and cannot be readily obtained by third parties from
outside sources. Employee accordingly agrees as follows: 

(a) Defamatory Statements.
Employee on the one hand, and Company, the Company Subsidiaries and Affiliates,
on the other hand, will not at any time, in any individual or representative
capacity whatsoever, make any defamatory statement, oral or written, about the
other: provided, however, that any statements made by Employee, Company, the
Company Subsidiaries or their Affiliates in good faith in response to a subpoena
or other court order or in compliance with any applicable Law or regulation
shall not violate this Agreement. Notwithstanding the foregoing, nothing
contained in this Section shall preclude the Company, the Company Subsidiaries
or Affiliates from making any such statements during Employee’s employment with
the Company either (i) with respect to any effort to manage Employee’s
performance or duties under this Agreementor (ii) exercising the Company’s right
to terminate Employee for Cause pursuant to Section 3.1(a). 

(b) Covenant of Confidentiality. All Confidential Information belonging to Company, its Affiliates or
their clients, whether before or after the Effective Date, shall at all times be
held in strict confidence, shall be used only for the purpose of this Agreement
and shall not be disclosed by Employee without the prior written consent of
Company, except as may be necessary by reason of legal, accounting, or
regulatory requirements. As between Employee and the Company, all Confidential
Information shall be and remain the property of the Company or its Affiliates,
as applicable. 

11 







(c) Return of Tangible Confidential Information. Upon the termination of Employee’s employment
with Company, Employee will surrender to Company all tangible Confidential
Information in the possession of Employee belonging to Company or any of its
Affiliates. 

(d) Right to Injunctive Relief. Employee acknowledges that a violation or attempted violation on
Employee’s part of any agreement in this Section 5.2 will cause
irreparable damage to Company and to its Affiliates, and accordingly Employee
agrees that Company shall be entitled as a matter of right to an injunction, out
of any court of competent jurisdiction, restraining any violation or further
violation of such agreements by Employee without any requirement that any bond
be posted as security for such equitable relief; and such right to an injunction
shall be cumulative and in addition to whatever other remedies Company may have.


(e) Survival of Terms. The
terms and agreements set forth in this Section 5.2 shall survive
the expiration of the Term or the earlier termination of Employee’s employment
regardless of the reason. The existence of any claim of Employee, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Company of the agreements contained in this Section 5.2. 

5.3 Proprietary Information.
Employee agrees to promptly and freely disclose to Company in writing any and
all ideas, conceptions, inventions, improvements, suggestions for improvements,
discoveries, formulae, processes, designs, software, hardware, circuitry,
diagrams, copyrights, copyrightable works, trademarks, service marks, trade
names, logos, trade secrets, and any other proprietary information, whether
patentable or not, which are conceived, developed and made or acquired by
Employee, alone or jointly with others, during the Term or using Company’s time,
data, facilities and/or materials, and which are related to the Company Business
or which Employee conceives, develops, makes or acquires in pursuit of the
Company Business in the course of Employee’s employment by Company
(collectively, “Proprietary
Information”), and Employee agrees to assign and hereby does
assign all of Employee’s right, title and interest therein to Company. Whenever
requested to do so by Company, Employee will execute applications, assignments
or other instruments which Company deems necessary to apply for and, at the
Company’s sole cost and expense, assist the Company in obtaining letters patent,
copyright registration or trademark or service mark registration, of the United
States or any foreign country, to otherwise protect Company’s interest in any
Proprietary Information or to vest title to any Proprietary Information in
Company. These obligations shall continue beyond the expiration or termination
of Employee’s employment, regardless of the reason for such termination, with
respect to any Proprietary Information conceived, developed, made or acquired by
Employee during the Term and shall be binding upon Employee’s assigns,
executors, administrators and other legal representatives. Notwithstanding the
foregoing, Proprietary Information does not include any (i) personal expertise
or knowledge or information that is generally known in the industry in which the
Company operates or (ii) know-how of Employee acquired prior to the date on
which Employee was first employed by Cover-All. 

12 







5.4 Non-Solicitation.

(a) Non-Solicitation. For the period of employment plus six (6) months
following the Termination Date (regardless of the reason for such termination)
(the “Restricted
Period”), Employee will not, individually or on behalf
of another Person, either directly or indirectly, (i) solicit or encourage any
Person who is an employee or consultant of Company or any Company Subsidiary to
terminate or modify in any respect such individual’s employment or consulting
services with Company (other than by means of general solicitations in any media
which are not directed at any such Persons), (ii) solicit or contact any Company
Clients for purposes of offering goods or services similar to or competitive
with those offered by the Company or a Company Subsidiary to such Company
Clients (other than by means of general solicitations in any media which are not
directed at any such Persons); or (iii) solicit or contact suppliers of Company
or any of Company Subsidiary whose Employee had substantive and regular contact
with while employed by Company to terminate or modify any written or oral
agreement with Company (other than by means of general solicitations in any
media which are not directed at any such Persons). Notwithstanding anything to
the contrary in this Agreement, if Company fails to pay any installment of any
applicable Severance Payment which is past due within 30 Business Days after
notice is given by Employee to Company, the Restricted Period shall terminate
and Employee shall have no further obligations under this Section 5.4(b).


(b) Right to Injunctive Relief. Employee acknowledges that a violation or attempted violation on
Employee’s part of any agreement in this Section 5.4 will cause
irreparable damage to Company and its Affiliates, and accordingly Employee
agrees that Company shall be entitled as a matter of right, out of any court of
competent jurisdiction, to an order restraining any violation or further
violation of such agreements by Employee without any requirement that any bond
be posted as security for such equitable relief; such Right to an injunction,
however, shall be cumulative and in addition to whatever other remedies Company
may have. The terms and agreements set forth in this Section 5.4 shall survive the expiration of the Term or the earlier termination of
Employee’s employment for any reason. In the event of any breach of the
agreements in Section
5.4, the non-solicitation period
provided herein shall be tolled during (i) the time of any breach or (ii) the
period prior to the entry of a court order enforcing this Section 5.4, whichever is later. 

ARTICLE SIX


MISCELLANEOUS


6.1 Governing Law. This
Agreement shall be governed by the laws of the State of New York, without regard
to its choice of law rules. 

6.2 Dispute Resolution. If a
dispute arises out of or relates to this Agreement, or the breach thereof, such
dispute shall first be submitted to mediation administered by the American
Arbitration Association under its Employment Arbitration Rules and Mediation
Procedures, before resorting to arbitration. Thereafter, any unresolved
controversy or claim arising out of or relating to this Agreement, or breach
thereof, shall be resolved exclusively by arbitration administered by the
American Arbitration Association in accordance with its Commercial Financial
Disputes Arbitration Rules, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof pursuant to
applicable Law. Such mediation and/or arbitration shall be administered in the
State of New York, as the exclusive forum
and venue, by the American Arbitration Association in accordance with its
Commercial Financial Disputes Arbitration Rules, and judgment on the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. Disputes will be resolved by a single arbitrator unless the parties
agree to resolution by three arbitrators. Prior to the commencement of hearings,
each of the arbitrators appointed shall provide an oath or undertaking of
impartiality. This provision for alternative dispute resolution notwithstanding,
nothing contained herein is intended to impede the rights to injunctive relief
provided for in Sections
5.2 and 5.4. 

13 







6.3 Venue. Any litigation
arising out of or in connection with this Agreement, whether initiated by
Company or Employee, shall be brought in the state court in New York, or the
federal district court in New York, NY.

6.4 Entirety and Amendments.
This Agreement embodies the entire agreement between the parties and supersedes
all prior agreements and understandings relating to the subject matter hereof.
This Agreement may be amended or modified only in writing executed by Employee
and another officer of Company expressly authorized by the Board (or a duly
authorized committee thereof). 

6.5 Notices. Any notice or
other communication hereunder must be in writing to be effective and shall be
deemed to have been given when personally delivered to Employee or Company or,
if mailed, on the third day after it is enclosed in an envelope and sent
certified mail/return receipt requested in the United States mail. Either party
may from time to time change its address for notification purposes by giving the
other party written notice of the new address and the date upon which it will
become effective. The address for each party for notices hereunder is as
follows: 


	               	Employee:	     	Manish D.
      Shah
				7 Todd
    St
				Hillsborough, NJ
      08844
		 
		 
		Company:		Cover-All
      Technologies Inc.
				412 Mount Kemble
      Avenue. Suite 110C
				Morristown, NJ
      07960
				Attention:
      CFO
		 
		Provided that
      after the Closing such notices shall be sent to:
		 
				Majesco
				5 Penn Plaza,
      14th Floor
				New York, NY
      10001
				Attn: Legal
      Department
		 
				e-mail address:
      ketanm@majescomastek.com




14 







6.6 Assignability; Binding Nature. This Agreement is binding upon Employee and Employee shall not directly
or indirectly assign this Agreement or the Rights and obligations under this
Agreement without prior written consent of the Board (or an applicable committee
thereof). The Rights and obligations of Company hereunder may be assigned
by Company to any Person that (a) succeeds to all or substantially all of the
assets of Company through merger, consolidation, liquidation, acquisition of
assets or otherwise, or (b) is a direct or indirect Affiliate of Company,
provided that prior thereto such any assignee or successor agrees in writing to
assume and perform this Agreement in the same manner and to the same extent that
Company would be required to perform obligations hereunder; and provided further
that any such an assignment by Company shall not relieve Company of any
obligations or liability hereunder in the event of a default by the assignee.
Notwithstanding anything to the contrary contained herein, Company shall use its
reasonable best effort to assign the Rights and obligations of Company hereunder
to Majesco in connection with the Closing of the Merger Agreement.

6.7 Withholding; Time and Form of Payment. Any and all payments to be made to Employee or
Employee’s estate pursuant to this Agreement shall be subject to all applicable
withholding Taxes, and Company may withhold such amounts from benefits payable
under this Agreement or from salary, bonuses or other amounts due to Employee
from Company or any Affiliate as determined by Company. All amounts that are
payable by Company to Employee pursuant to this Agreement shall be paid in
United States dollars. Moreover, any such payment that is due to Employee on a
day that is not a Business Day shall be payable on the next succeeding Business
Day. 

6.8 Section 409A. 

(a) It is
intended that the provisions of this Agreement comply with or be exempt from
Section 409A of the Code (“Section
409A”), and all provisions of
this Agreement shall be construed and interpreted in a manner consistent with
the requirements for avoiding taxes or penalties under Section 409A.
Notwithstanding the foregoing, Employee shall be solely responsible and liable
for the satisfaction of all taxes and penalties that may be imposed on or for
Employee’s account in connection with this Agreement (including any taxes and
penalties under Section 409A). Company shall have no liability to Employee or to
any other Person if the payments and benefits provided in this Agreement that
are intended to be exempt from or compliant with Section 409A are not so exempt
or compliant. 

(b) Employee and Company agree that if Employee is determined to be a
“specified employee” as such term is defined in Section 409A of the Code on the
Termination Date, any nonqualified deferred compensation (within the meaning of
Section 409A of the Code) to which Employee may be entitled under this Agreement
upon his separation from service may be required to be postponed to comply with
Section 409A. Thus, Employee and Company agree that, in such event, such
nonqualified deferred compensation will, notwithstanding any provision herein to
the contrary, instead be paid to Employee on the first day of the seventh
calendar month following the Termination Date (the “Specified Employee Payment Date”). The aggregate amount of any payments that
would otherwise have been made during such six-month period shall be paid in a
lump sum on the Specified Employee Payment Date and thereafter, any remaining
payments shall be paid without delay in accordance with their original schedule.
The postponement of the timing of any payments pursuant to this Section 6.8(b)
shall not modify Employee’s obligation to deliver to Company the executed full
general release in the time period prescribed in the release and to comply with
the obligations set forth in Article Five and
Article Six
of this Agreement. 

15 







(c) All
payments to be made upon a termination of employment under the Agreement will
only be made upon a “separation from service” under Section 409A. For purposes
of Section 409A, each of the payments that may be made under the Agreement are
designated as separate payments. 

(d) To the
extent required by Section 409A of the Code, each reimbursement or in-kind
benefit provided under this Agreement shall be provided in accordance with the
following: 

(i) the
amount of expenses eligible for reimbursement, or in-kind benefits provided,
during each calendar year will not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other calendar year;


(ii) any
reimbursement of an eligible expense shall be paid to Employee on or before the
last day of the calendar year following the calendar year in which the expense
was incurred; and 

(iii) any
right to reimbursements or in-kind benefits under this Agreement shall not be
subject to liquidation or exchange for another benefit. 

6.9 Headings. The headings of
Articles and Sections contained in this Agreement are for convenience only and
shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement. 

6.10 Severability. If, but only
to the extent that, any provision of this Agreement is declared or found to be
illegal, unenforceable, or void, so that both Company and Employee would be
relieved of all obligations arising under such provision, it is the agreement of
Company and Employee that this Agreement shall be deemed amended by modifying
such provision to the extent necessary to make it legal and enforceable while
preserving its intent. If such amendment is not possible, another provision that
is legal and enforceable and achieves the same objective shall be substituted
therefore. If the remainder of this Agreement is not affected by such
declaration or finding and is capable of substantial performance by both Company
and Employee, then the remainder shall be enforced to the extent permitted by
law. 

6.11 Survival of Terms. The
Rights and obligations of Company and Employee under the provisions of
Article Five and this Article Six of this
Agreement shall survive, and remain binding and enforceable, notwithstanding the
expiration of the Term, the termination of Employee’s employment hereunder or
any settlement of the financial rights and obligations arising from Employee’s
employment hereunder, to the extent necessary to preserve the intended benefits
of such provisions.

6.12 Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original for all purposes and all of which constitute,
collectively, one agreement; but, in making proof of this Agreement, it shall
not be necessary to produce or account for more than one such counterpart.


16 







6.13 Waivers. Neither the
waiver by Company or Employee of any breach of or default under any provision of
this Agreement by the other party, nor the failure of Company or
Employee, on one or more occasions, to enforce any provision of this
Agreement or to exercise any Right hereunder, shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature, or as a waiver
of any such provision or Right hereunder. 

6.14 Execution by Facsimile.
The manual signature of either party hereto that is transmitted to the other
party by facsimile shall be deemed for all purposes to be an original signature.
Either party that delivers a signature page by facsimile agrees to deliver an
original manually signed counterpart of such party’s signature page to the party
who requests it promptly after receipt of such request. 

6.15 Advice of Counsel. Company
has advised Employee to seek the advice of legal counsel of Employee’s choice in
respect of the terms and conditions of this Agreement, and Employee, to the
extent Employee has deemed advisable or appropriate, has sought the advice of
counsel selected by Employee. 

[signature page follows] 

17 







IN WITNESS WHEREOF, the
parties hereto have signed this Agreement as of the date first written above.


	COVER-ALL TECHNOLOGIES INC.:		MANISH D. SHAH:
	 	     	 
	 	 	 	 	 
	Name
      Ann F. Massey
Title SVP and CFO