Exhibit 10.1


 


Personal  Employment
Agreement


 


That was made and signed on August 10, 2005


 


	
  Between:

  	
   

  	
  Ness Technologies Holdings Ltd

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (hereafter – Company)

  
	
   

  	
   

  	
   

  
	
  And between:

  	
   

  	
  Shachar Efal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  I.D. 059256255

  
	
   

  	
   

  	
  6 Alomot St. Ramat Efal

  
	
   

  	
   

  	
  (hereafter – the employee)

  



 


Whereas the employee began to work at the Ness Technologies’ Group on January 1,
1994, and he is employed today as President 
responsible for business activity; and


 


Whereas the parties are interested to define the employee’s employment
terms as of July 1, 2005;


 


Therefore it has been stipulated and agreed between the parties as
follows:


 


It is agreed between the parties that the terms of the employing the
employee are on the basis of five working days per week (a total of 9.0 hours
per day - 43 hours per week) and that these terms, as set out in this agreement
below, were determined by the Board of Directors of the Company and can be
changed only with the approval and consent of the employee.


 


A.        Monthly
payments


 


1.         Salary


 


The salary of the employee, as of the salary
for the month of July 2005 (which is paid on August 1, 2005) is NIS 72,000
gross (hereafter – the basic salary).


 


The basic salary will be revised fully in
accordance with the increase in the Consumer Price Index at the time of paying
a price increase supplement in the economy. The base index is the index for the
month of May 2005 as published on June 15, 2005.


 


The aforesaid revision includes all the price
increase supplements as paid from time to time to all the employees in Israel
and also every national and/or plant supplement, and the employee hereby waives
every such supplement.


 


2.         Overtime


 


It is agreed between the parties that the
employee’s job both requires a special degree of personal trust, and also
requires additional work at unusual hours, and therefore


 





















 


the employee shall not be entitled to
additional payment for overtime, and any such payment is included in the
payment under clause A.1 above.


 


3.         Annual
Bonus


 


The employee shall be entitled to an annual
bonus in a maximum amount of $200,000. The actual amount shall be determined
50% in proportion to the share of the CEO in his maximum annual bonus and 50%
according to the business results in his responsibility according to the
Company’s annual bonus plan.


 


4.         Reimbursement
of Expenses


 


Company will reimburse the employee for any
business related expenses incurred by him according to the Company’s policy and
procedures and subject to the Company’s’ discretion.


 


5.         Company
car


 


A company car shall be put at the disposal of
the employee for his use in accordance with the policy that shall be determined
from time to time by Company. The car will be a Toyota Land Cruiser or
equivalent. The Company will bear the tax liability according to Israeli income
tax rules.


 


B.                         Annual payments - based on a full
work year. Parts of a year shall be calculated proportionately.


 


1.         Convalescence


 


The employee shall be entitled to 13 days of convalescence
 per year, which shall be paid at the
rate and at the time as customary for the management staff at the Company.


 


2.         Vacation


 


The employee shall be entitled to a vacation
of 25 working days per year.


 


The employee should make every effort to take
an annual vacation, but if the conditions of the work require him not to
utilize all the vacation days, the employee may accumulate to his credit the
unused balance of vacation days up to a maximum of 50 accumulated vacation
days.


 


The employee may redeem vacation balances or
a part thereof with the approval of his superior. Twenty accumulated vacation
days shall be considered as a month for the purpose of the redemption. The
redemption shall include the basic salary and the accompanying supplements, effective
as of the date of the redemption (clauses A.1 above).


 


If the employee accumulates more than 50
vacation days, he shall receive an automatic redemption of the accumulated
amount over fifty days, at the end of each calendar year.


 


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3.         Sickness


 


The employee is entitled to 22 paid sick days
per year. This right is cumulative over the whole period of the employee’s work
at Company. This right is not redeemable and is intended to be used only in a
case of actual sickness. The exploitation of sickness days will be in
accordance with Company policy.


 


C.                          Paid Absences


 


The employee shall be entitled to be absent from work on full pay on
those days recognized by law and the Company’s policy.


 


D.                         Deductions from salary


 


1.         Study
fund


 


The employee shall be entitled to savings in
the advanced study fund.


 


The salary that constitutes a basis for the advanced
study fund is the basic salary.


 


The amounts of the payment are: 7.5% at Company’s
expense and 2.5% at the employee’s expense. These amounts of payment shall be
calculated up to the salary ceiling permitted for the payment without any tax
liability under the Income Tax Regulations, as in force from time to time. If
the amounts of the payment (the employer’s part) are larger than the aforesaid
ceiling, the difference shall be paid to the employee gross as a study
supplement.


 


This supplement shall not constitute a basis
for calculating the rights of the employee for any purpose and/or matter.


 


2.                             Company
shall deduct from the employee’s salary any tax that is payable under any law
and/or custom by the employee.


 


E.                           Miscellaneous


 


1.         Report
of work hours


 


The basis for the payment of the salary is
clocking in and out with a personal badge or a manual report, in accordance
with the Company’s policy. Flexible hours during the month is possible in accordance
with Company’s policy.


 


2.         Prepayments


 


The employee shall be entitled to ask for
prepayments in accordance with the procedures that shall be determined from
time to time.


 


3.         Daily
newspaper


 


The employee shall be entitled to a
subscription to a daily newspaper which shall be paid by Company and sent to
his address.


 


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4.         Medical
checks


 


The employee shall be entitled to have
medical checks once a year at Company’s invitation and at Company’s expense.


 


F.                           Declaration of the employee


 


1.                             The
employee hereby confirms his consent to be employed on the terms set out in
this agreement and undertakes to invest all his efforts and skills in carrying
out the job that he has been given in order to promote the interests of Company.
The employee also undertakes to comply with all the obligations for which he is
liable as set out in the agreement.


 


2.                             The
employee hereby gives an irrevocable instruction to deduct from any credit
balance that he has at Company and/or that is due to him from Company,
including the right to severance pay, any debt that he has and/or that he will
have to Company and/or any amount that was paid to him in error and/or to which
he was not entitled, all of which in real terms, namely: with the addition of
linkage to the Consumer Price Index.


 


3.                             The
employee declares that he knows that the terms of his employment are personal
and confidential and he undertakes to keep them confidential.


 


4.                             The
employee hereby declares that he is free to enter into this agreement, and that
he has no obligations whatsoever that affect this agreement whether as an
employee or as an independent contractor to any person or organization
whatsoever. The employee undertakes that as long as he is employed by Company under
this agreement, he shall not take upon himself any such obligations.


 


5.                             The
employee undertakes to keep confidential any professional, commercial or business
information that comes to his attention with regard to the affairs of Company,
not to use and not to abuse any such information and not to transfer it to
anyone. A confidentiality appendix will be attached.


 


6.                             When
the period of his employment has ended, the employee shall be free to engage in
any business that he chooses, provided that for a year from the date of
finishing his job he shall not be entitled to engage, whether directly or
indirectly, in projects (as agreed with Company) at any stage, and to make
contact with software companies whose products are represented by Company
(and/or are subject to negotiations to receive a representation) in which he
was involved within the framework of his job at Company prior to the date of
his leaving.


 


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G.                          Insurances


 


1.         Managers
insurance - regular payments


 


The employee shall be entitled to managers
insurance under the terms of Company’s managers insurance policy for management
staff, as in force from time to time. The payments to managers insurance shall
be based on the basic salary.


 


The amounts of the payment shall be as
follows:


 


	
  On account of compensation

  	
   

  	
  8.33

  	
  %

  
	
  On account of employer benefits

  	
   

  	
  5.00

  	
  %

  
	
  On account of disability (loss of work
  capacity)

  	
   

  	
  0.50

  	
  %

  
	
  Total at expense of the employer

  	
   

  	
  13.83

  	
  %

  



 


Benefits at the expense of the employee: 5%.


 


In order to remove doubt, it is agreed
between the parties that the payments to managers insurance are on account of
severance pay.


 


2.         Managers
insurance - increases in policies for raises in salary


 


When raising the salary of the employee in
real terms, the managers insurance policies shall be revised by a lump-sum
increase for compensation only in an amount of 8.33% on the basis of the salary
and seniority, as set out in clause A.1 above.


 


H.                         Leaving Company


 


1.         Leaving
on the initiative of Company


 


Company shall be entitled to terminate the
employee-employer relationship at any time and for any reason. If the employee’s
work is terminated as aforesaid, and the employee leaves in a manner
coordinated with his superior and as agreed with him, for cooperation in
transferring the job, the employee shall be entitled to three months’ prior
notice and  unless the termination is in
the circumstances  described in section H
4 below to additional adaptation period of six months. During the adaptation
period, the employee shall be entitled to his salary including all the
accompanying supplements under this agreement.


 


2.         Leaving
on the initiative of the employee


 


Should the employee choose to leave Company
on his initiative, he must give the Company three months’ prior notice. The
terms of his leaving in such a case (including the date of leaving and the use
of the prior notice that he gave) shall be subject to the discretion of his
superiors and at their discretion he shall be entitled to three months of
adaptation.  During the adaptation
period, the employee shall be entitled to his salary including all the
accompanying supplements under this agreement.


 


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3.         Assignment
of managers insurance policy


 


On the date of ending his work, for any
reason, the employee shall receive an automatic transfer of the managers
insurance policy to his exclusive ownership in accordance with the appendix.


 


4.                             Everything
stated in clause H above shall not apply in a case where the employee is
dismissed or resigns as a result of his committing, within the framework of his
work and/or with regard thereto, acts that constitute a criminal offence that
involves moral turpitude or in a case where the employee caused real damage
arising from a serious breach of his obligations to the employer, including a
breach of this agreement.


 


I.                              Term


 


1.                             The
period of the agreement is for two years as of the date of the agreement unless
terminated earlier by the Company or the employee as described in clauses H1
and H2 above. The agreement shall automatically be extended for successive one
year periods  unless either of the
parties shall give to the other party written notice of its desire to terminate
it pursuant to clause H above.


 


J.                             Miscellaneous


 


1.                             This
agreement exhausts all the terms of the employment that were made with the
employee hitherto, replaces them and cancels as of July 1, 2005 any
previous document except the employee option agreement and appendix A to this
agreement.  The Company is entitled to
assign this employment contract in the future to any company in the Ness
Technologies Inc. group by delivering the employee written notice.


 


 


	
  NESS Technologies Holdings Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Aharon Fogel

  	
   

  	
  /s/
  Shachar Efal

  
	
  Aharon Fogel

  	
   

  	
  Shachar Efal

  
	
  Chairman
  of the Board

  	
   

  	
  The
  employee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Raviv Zoller

  	
   

  	
   

  	
   

  
	
  Raviv Zoller

  	
   

  	
   

  	
   

  
	
  President
  and Chief Executive Officer

  	
   

  	
   

  	
   

  



 


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Appendix A


 


Appendix: Addendum to the Managers Insurance
Agreement dated                  
(hereafter “the Addendum”) with regard to all the Policies that exist or that
will be issued in the future (hereafter: “the Policies”)


 


1.                             It is
hereby declared and agreed that notwithstanding anything stated in the Addendum
or in the main agreement, in any case of ending work the employee shall be
entitled to receive into his possession the full ownership of the Policies,
when all the payments that the employer was liable to pay to the insurer until
the date of the transfer under the Addendum and the main agreement have been
paid in full.


 


2.                             Notwithstanding
the aforesaid, if the employee is dismissed or if the employee resigns from
work with the employer as a result of his committing, within the framework of
his work and/or with regard thereto, acts that constitute a criminal offence
that involves moral turpitude or in a case where the employee caused real
damage arising from a serious breach of his obligations to the employer, then
the employee shall be entitled only to the pension monies that have accumulated
in the policies and the employer shall be entitled to redeem to his credit the
compensation monies that have accumulated in the policies. In such a case, the
employee may, at the time of ending his work, choose one of the following options:


 


a.                             To
redeem the policies. In such a case, the employee shall receive an amount equal
to the difference between the redemption value and the total of all the
premiums that were paid by the employer on account of the compensation.


 


b.                            A
transfer of the ownership of the policies into the name of the employee for the
full amount of the insurance stipulated therein, after all the premiums that
were payable under the agreement until the date of the transfer were paid in
full. In such a case, the employee shall repay to the employer the total of all
the premiums that were paid by the employer on account of the compensation.


 


 


In witness whereof the parties have signed
below on the 10 day of August, 2005.


 


	
  NESS Technologies Holdings Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Aharon Fogel

  	
   

  	
  /s/
  Shachar Efal

  
	
  Aharon Fogel

  	
   

  	
  Shachar Efal

  
	
  Chairman
  of the Board

  	
   

  	
  The
  employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Raviv Zoller

  	
   

  	
   

  
	
  Raviv Zoller

  	
   

  	
   

  
	
  President
  and Chief Executive Officer

  	
   

  	
   

  



 


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