exv10w1






Exhibit 10.1




RESTRICTED STOCK AGREEMENT




MAJESCO ENTERTAINMENT COMPANY



     AGREEMENT made as of the 7th day of June, 2010 (the “Grant
Date”), between Majesco Entertainment Company (the “Company”), a Delaware corporation having its
principal place of business in Edison, New Jersey and Chris Gray (the “Participant”).



     WHEREAS, the Company has adopted the Amended and Restated 2004 Employee, Director and
Consultant Incentive Plan (the “Plan”) to promote the interests of the Company by providing an
incentive for employees, directors and consultants of the Company or its Affiliates;



     WHEREAS, pursuant to the provisions of the Plan, the Company desires to offer for sale to the
Participant shares of the Company’s common stock, $.001 par value per share (“Common Stock”), in
accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth;



     WHEREAS, Participant wishes to accept said offer; and



     WHEREAS, the parties hereto understand and agree that any terms used and not defined herein
have the meanings ascribed to such terms in the Plan.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Terms of Purchase. The Participant hereby accepts the offer of the Company to
issue to the Participant, in accordance with the terms of the Plan and this Agreement,
100,000 shares of the Company’s Common Stock (such shares, subject to adjustment pursuant
to Section 23 of the Plan and Subsection 2.1(g) hereof, the “Granted Shares”), at a purchase price
per share of $.001 (the “Purchase Price”), receipt of which is hereby acknowledged by the
Participant’s prior service to the Company and which amount will be reported as income on the
Participant’s W-2 for this calendar year.



     2.1. Company’s Lapsing Repurchase Right.



     (a) Lapsing Repurchase Right. In the event that for any reason the Participant is no
longer an employee, director or consultant of the Company or an Affiliate prior to the third
anniversary of the Grant Date (the “Termination”), the Participant (or the Participant’s Survivor)
shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the
Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the
“Lapsing Repurchase Right”).



          The Company’s Lapsing Repurchase Right is as follows:





          (i) If the Participant’s Termination is prior to the first anniversary of the
Grant Date, all of the Granted Shares shall be forfeited to the Company.




          (ii) If the Participant’s Termination is on or after the first anniversary of
the Grant Date but prior to the second anniversary of the Grant Date, 67% of the Granted
Shares shall be forfeited to the Company



 









 






          (iii) If the Participant’s Termination is on or after the second anniversary of the
Grant Date but prior to the third anniversary of the Grant Date, 34% of the Granted Shares
shall be forfeited to the Company.




          (iii) If the Participant’s Termination is after the third anniversary of the
Grant Date, none of the Granted Shares shall be forfeited to the Company.



     (b) Effect of Termination for Disability or upon Death. The following rules apply if
the Participant’s Termination is by reason of Disability or death: to the extent the Company’s
Lapsing Repurchase Right has not lapsed as of the date of Disability or death, as case may be, the
Participant shall forfeit to the Company any or all of the Granted Shares subject to such Lapsing
Repurchase Right; provided, however, that the Company’s Lapsing Repurchase Right shall be deemed to
have lapsed to the extent of a pro rata portion of the Granted Shares through the date of
Disability or death, as would have lapsed had the Participant not become Disabled or died, as the
case may be. The proration shall be based upon the number of days accrued in such current vesting
period prior to the Participant’s date of Disability or death, as the case may be.



     (c) Effect of Termination For Cause. Notwithstanding anything to the contrary
contained in this Agreement, in the event the Company or an Affiliate terminates the Participant’s
employment or service for “cause” (as defined in the Plan) or in the event the Administrator
determines, within one year after the Participant’s termination, that either prior or subsequent to
the Participant’s termination the Participant engaged in conduct that would constitute “cause,” all
of the Granted Shares then held by the Participant shall be forfeited to the Company immediately as
of the time the Participant is notified that he or she has been terminated for “cause” or that he
or she engaged in conduct which would constitute “cause”.



     (d) Escrow. The certificates representing all Granted Shares acquired by the
Participant hereunder which from time to time are subject to the Lapsing Repurchase Right shall be
delivered to the Company and the Company shall hold such Granted Shares in escrow as provided in
this Subsection 2.1(d). The Company shall promptly release from escrow and deliver to the
Participant a certificate for the whole number of Granted Shares, if any, as to which the Company’s
Lapsing Repurchase Right has lapsed. In the event of forfeiture to the Company of Granted Shares
subject to the Lapsing Repurchase Right, the Company shall release from escrow and cancel a
certificate for the number of Granted Shares so forfeited. Any securities distributed in respect
of the Granted Shares held in escrow, including, without limitation, shares issued as a result of
stock splits, stock dividends or other recapitalizations, shall also be held in escrow in the same
manner as the Granted Shares.



     (e) Prohibition on Transfer. The Participant recognizes and agrees that all Granted
Shares which are subject to the Lapsing Repurchase Right may not be sold, transferred, assigned,
hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of
law, other than to the Company (or its designee). However, the Participant, with the approval of
the Administrator, may transfer the Granted Shares for no consideration to or for the benefit of
the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of
the Participant’s Immediate Family or to a partnership or limited liability company for one or more
members of the Participant’s Immediate Family), subject to such limits as the Administrator may
establish, and the transferee shall remain subject to all the terms and conditions applicable to
this Agreement prior to such transfer and each such transferee shall so acknowledge in writing as a
condition precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean
the Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships,
sisters, brothers, nieces and nephews and grandchildren (and, for this purpose, shall also include
the Participant. The Company shall not be required to transfer any Granted Shares on its books
which shall have been sold, assigned or otherwise transferred in violation of this Subsection
2.1(e), or to treat as the owner of such Granted Shares, or to accord the right to vote as such
owner or to



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pay dividends to, any person or organization to which any such Granted Shares shall have been
so sold, assigned or otherwise transferred, in violation of this Subsection 2.1(e).




     (f) Failure to Deliver Granted Shares to be Repurchased. In the event that the
Granted Shares to be forfeited to the Company under this Agreement are not in the Company’s
possession pursuant to Subsection 2.1(e) above or otherwise and the Participant or the
Participant’s Survivor fails to deliver such Granted Shares to the Company (or its designee), the
Company may immediately take such action as is appropriate to transfer record title of such Granted
Shares from the Participant to the Company (or its designee) and treat the Participant and such
Granted Shares in all respects as if delivery of such Granted Shares had been made as required by
this Agreement. The Participant hereby irrevocably grants the Company a power of attorney which
shall be coupled with an interest for the purpose of effectuating the preceding sentence.



     (g) Adjustments. The Plan contains provisions covering the treatment of Shares in a
number of contingencies such as stock splits, mergers and Change of Control transactions.
Provisions in the Plan for adjustment with respect to the Granted Shares and the related provisions
with respect to successors to the business of the Company are hereby made applicable hereunder and
are incorporated herein by reference.



     2.2 General Restrictions on Transfer of Granted Shares.



     (a) If in connection with a registration statement filed by the Company pursuant to the
Securities Act of 1933, as amended (the “1933 Act”), the Company or its underwriter so requests,
the Participant will agree not to sell any of his or her Granted Shares whether or not the Lapsing
Repurchase Right has lapsed for a period not to exceed the lesser of: (i) 180 days following the
effectiveness of such registration statement or (ii) such period as the officers and directors of
the Company agree not to sell their Common Stock of the Company.



     (b) The Participant acknowledges and agrees that neither the Company nor, its shareholders nor
its directors and officers, has any duty or obligation to disclose to the Participant any material
information regarding the business of the Company or affecting the value of the Shares before, at
the time of, or following a Termination, including, without limitation, any information concerning
plans for the Company to make a public offering of its securities or to be acquired by or merged
with or into another firm or entity.



     3. Securities Law Compliance. The Participant specifically acknowledges and agrees
that any sales of Granted Shares shall be made in accordance with the requirements of the 1933 Act.



     4. Rights as a Stockholder. The Participant shall have all the rights of a
stockholder with respect to the Granted Shares, including voting and dividend rights, subject to
the transfer and other restrictions set forth herein and in the Plan.



     5. Legend. In addition to any legend required pursuant to the Plan, all certificates
representing the Granted Shares to be issued to the Participant pursuant to this Agreement shall
have endorsed thereon a legend substantially as follows:




“The shares represented by this certificate are subject to restrictions set forth in a
Restricted Stock Agreement dated as of May 10, 2010 with this Company, a copy
of which Agreement is available for inspection at the offices of the Company or will be
made available upon request.”



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     6. Incorporation of the Plan. The Participant specifically understands and agrees
that the Granted Shares issued under the Plan are being sold to the Participant pursuant to the
Plan, a copy of which Plan the Participant acknowledges he or she has read and understands and by
which Plan he or she agrees to be bound. The provisions of the Plan are incorporated herein by
reference.



     7. Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges
and agrees that any income or other taxes due from the Participant with respect to the Granted
Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Repurchase
Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant
agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted
Shares or the declaration of dividends on any such shares before the lapse of such restrictions on
disposition results in the Participant’s being deemed to be in receipt of earned income under the
provisions of the Code, the Company shall be entitled to immediate payment from the Participant of
the amount of any tax required to be withheld by the Company.



     Upon execution of this Agreement, the Participant has declined to file an election under
Section 83 of the Code. The Participant acknowledges that by not filing such an election, as the
Granted Shares are released from the Lapsing Repurchase Right in accordance with Section 2.1, the
Participant will have income for tax purposes equal to the fair market value of the Granted Shares
at such date, less the price paid for the Granted Shares by the Participant.



     8. Equitable Relief. The Participant specifically acknowledges and agrees that in the
event of a breach or threatened breach of the provisions of this Agreement or the Plan, including
the attempted transfer of the Granted Shares by the Participant in violation of this Agreement,
monetary damages may not be adequate to compensate the Company, and, therefore, in the event of
such a breach or threatened breach, in addition to any right to damages, the Company shall be
entitled to equitable relief in any court having competent jurisdiction. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available to it for any such
breach or threatened breach.



     9. No Obligation to Maintain Relationship. The Company is not by the Plan or this
Agreement obligated to continue the Participant as an employee, director or consultant of the
Company or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the
Shares is a one-time benefit which does not create any contractual or other right to receive future
grants of shares, or benefits in lieu of shares; (iii) that all determinations with respect to any
such future grants, including, but not limited to, the times when shares shall be granted, the
number of shares to be granted, the purchase price, and the time or times when each share shall be
free from a lapsing repurchase right, will be at the sole discretion of the Company; (iv) that the
Participant’s participation in the Plan is voluntary; and (v) that the Shares are not part of
normal or expected compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments.



     10. Notices. Any notices required or permitted by the terms of this Agreement or the
Plan shall be given by recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:



     If to the Company:


160 Raritan Center Parkway

Edison, New Jersey 08837

Attn: Chief Financial Officer




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     If to the Participant:


Chris Gray



or to such other address or addresses of which notice in the same manner has previously been
given. Any such notice shall be deemed to have been given on the earliest of receipt, one business
day following delivery by the sender to a recognized courier service, or three business days
following mailing by registered or certified mail.




     11. Benefit of Agreement. Subject to the provisions of the Plan and the other
provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.



     12. Governing Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.
For the purpose of litigating any dispute that arises under this Agreement, whether at law or in
equity, the parties hereby consent to exclusive jurisdiction in the State of New Jersey and agree
that such litigation shall be conducted in the courts of New Jersey or the federal courts of the
United States for the District of New Jersey.



     13. Severability. If any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, then such provision or provisions shall be
modified to the extent necessary to make such provision valid and enforceable, and to the extent
that this is impossible, then such provision shall be deemed to be excised from this Agreement, and
the validity, legality and enforceability of the rest of this Agreement shall not be affected
thereby.



     14. Entire Agreement. This Agreement, together with the Plan, constitutes the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement not expressly set
forth in this Agreement shall affect or be used to interpret, change or restrict the express terms
and provisions of this Agreement provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.



     15. Modifications and Amendments; Waivers and Consents. The terms and provisions of
this Agreement may be modified or amended as provided in the Plan. Except as provided in the Plan,
the terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by written document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or
consent with respect to any other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific instance and for the purpose
for which it was given, and shall not constitute a continuing waiver or consent.



     16. Consent of Spouse/Domestic Partner. If the Participant has a spouse or domestic
partner as of the date of this Agreement, the Participant’s spouse or domestic partner shall
execute a Consent of Spouse/Domestic Partner in the form of Exhibit A hereto, effective as
of the date hereof. Such consent shall not be deemed to confer or convey to the spouse or domestic
partner any rights in the Granted Shares that do not otherwise exist by operation of law or the
agreement of the parties. If the Participant subsequent to the date hereof, marries, remarries or
applies to the Company for domestic partner benefits, the Participant shall, not later than 60 days
thereafter, obtain his or her new spouse/domestic partner’s




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acknowledgement of and consent to the existence and binding effect of all restrictions
contained in this Agreement by having such spouse/domestic partner execute and deliver a Consent of
Spouse/Domestic Partner in the form of Exhibit A.




     17. Counterparts. This Agreement may be executed in one or more counterparts, and by
different parties hereto on separate counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.



     18. Data Privacy. By entering into this Agreement, the Participant: (i) authorizes
the Company and each Affiliate, and any agent of the Company or any Affiliate administering the
Plan or providing Plan record keeping services, to disclose to the Company or any of its Affiliates
such information and data as the Company or any such Affiliate shall request in order to facilitate
the grant of Shares and the administration of the Plan; (ii) waives any data privacy rights he or
she may have with respect to such information; and (iii) authorizes the Company and each Affiliate
to store and transmit such information in electronic form.



[THE NEXT PAGE IS THE SIGNATURE PAGE]



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	MAJESCO ENTERTAINMENT COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Jesse Sutton 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Participant:

 	 
	 	
 	 
	 	Chris Gray 	 
	 	 	 



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EXHIBIT A




CONSENT OF SPOUSE/DOMESTIC PARTNER




     I, ____________________________, spouse or domestic partner of _________________________,
acknowledge that I have read the RESTRICTED STOCK AGREEMENT dated as of June 7th, 2010
(the “Agreement”) to which this Consent is attached as Exhibit A and that I know its contents.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the
Agreement. I am aware that by its provisions the Granted Shares granted to my spouse/domestic
partner pursuant to the Agreement are subject to a Lapsing Repurchase Right in favor of Majesco
Entertainment Company (the “Company”) and that, accordingly, I may be required to forfeit to the
Company any or all of the Granted Shares of which I may become possessed as a result of a gift from
my spouse/domestic partner or a court decree and/or any property settlement in any domestic
litigation.



     I hereby agree that my interest, if any, in the Granted Shares subject to the Agreement shall
be irrevocably bound by the Agreement and further understand and agree that any community property
interest I may have in the Granted Shares shall be similarly bound by the Agreement.



     I agree to the Lapsing Repurchase Right described in the Agreement and I hereby consent to the
forfeiture of the Granted Shares to the Company by my spouse/domestic partner or my spouse/domestic
partner’s legal representative in accordance with the provisions of the Agreement. Further, as
part of the consideration for the Agreement, I agree that at my death, if I have not disposed of
any interest of mine in the Granted Shares by an outright bequest of the Granted Shares to my
spouse or domestic partner, then the Company shall have the same rights against my legal
representative to exercise its rights to the Granted Shares with respect to any interest of mine in
the Granted Shares as it would have had pursuant to the Agreement if I had acquired the Granted
Shares pursuant to a court decree in domestic litigation.



     I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE
COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO
THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE
AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.



     Dated as of the _______
day of ________________, 200_.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Print name: