Exhibit 10.26


 


CONTRACT
OF EMPLOYMENT


 


(Secondment)


 


This Contract
of Employment (“Contract”) is entered into by and between:


NESS
Technologies Inc, a Delaware corporation having offices at Hackensack  3 University Plaza Suite 600
Hackensack, New Jersey 07601 USA represented herein by Mr. Raviv Zoller,
President and CEO and Mr. Shai Onn, President – European Operations,  (“Employer”),


and


Mr. Ivan Hruška born on
04/09/1959, permanently domiciled at


Kuzmányho 7, 040 01 Košice, Slovakia
(Employee)


 


(“Employee”).


ARTICLE I


 


1.           The Employee will work as Senior Executive in favour of the
Employer.


 


2.           The Employee commences work on March 1, 2004


 


3.           The place of work is subject to written agreement between the
Employer and the Employee. The Employee agrees that the Employer may second
him, subject to the Employee’s written consent, to any company within the NESS
Technologies Inc. group of companies to make the optimum use of resources
within the NESS Technologies Inc. group.


 


4.           The basic terms and conditions under which the Employee will perform
work for the Employer are set out in the Offer Letter of Employment at NESS
Technology Inc., dated January 29th 2004, that is an integral part
of this Contract (Attachment A the terms of which are hereby incorporated herein
by reference). The Offer Letter of Employment thus becomes binding on the date
of signing this Contract by both parties.


 


5.           In case that any provision of the Offer Letter of Employment
deviates from the corresponding provision of this Contract, the Contract shall
prevail.


 


ARTICLE II


 


1.           Employee acknowledges that he/she is at “at will” employee of  Employer.


 


2.           In addition to the immediate termination provision set forth in the
Offer Letter of Employment the Contract may be terminated by either party hereto
by a written notice of termination given 6 months in advance, which shall
remain unaffected by termination of any secondment. A shorter period of
termination may be possible if agreed and accepted by both parties in writing.


 


ARTICLE III


 


1.           The Employee will receive from the Employer a compensation made up
of a fixed salary component and a variable (bonus-related) component. The
compensation due for work performed under this Contract shall be 100% of the
total annual


 

















 


compensation
set out in the Offer Letter of Employment as the Employee is expected to
perform work under this Contract for approximately 260 days per annum.


 


2.           The compensation is to be paid out for the current month on the 15th
day of the following month. If this day is not a working day, the payment shall
be made on the next working day.


 


3.           The Employer undertakes to ensure that the Employee is provided with
various benefits in accordance with, and under fulfilment of the criteria set
out in, the Offer Letter of Employment.


 


ARTICLE IV


 


1.           The Employee has to observe the directions, policies, rules and
regulations, of the Employer during the performance of her/his work.


 


2.           The Employee is obliged to perform his/her function in person and
work according to her/his best capacities and power. He/she is also obliged to
keep the Working Discipline and to observe the Work Safety and Health
Protection rules in force from time to time at any place where he/she is
employed to work.


 


3.           The Employee is under obligation of secrecy of all facts and
information that he/she has acquired during the performance of his/her
function, especially of the companies system of work, commercial policy,
commercial relations and contracts and the internal organisation of the
companies commercial activities. The Employee declares to take note of the fact
that all this information are commercial secrets and he/she is
obliged not to apply any of this information and knowledge without the
Employers agreement in favour of the Employees own commercial activities or in
favour of a third person during his employment and for three years after the
end of his/her employment in the company.


 


4.           Employee agrees that upon termination of his services hereunder he
will immediately surrender (or
delete upon employer request) and turn over to the
Employer all books, forms, records, reports, lists and all other papers and
writings, all employer data files maintained or in the possession, including
items storing computer memory, relating to the Employer and its business, and
all other property belonging to the Employer, it being understood and agreed
that the same are solely the property of the Employer, except documents needed
by the employee for legal or tax purpose. Employer shall have full title and
rights in any invention or development created by Employee during his/her
employment.


 


5.           The Employee is obliged to act and behave in a way not to endanger
or damage the Employer’s reputation during the fulfilling of his/her tasks and
in other relations


 


6.           If the agreement is terminated by employee then for a period of six
months of the termination the employee shall not directly or indirectly work
for or provide services to any direct competitor of Ness.


 

















 


7.           Furthermore the employee undertakes that for a period of 12 month
after termination he will not first actively solicit any employee or customer
of Ness to leave Ness.


 


ARTICLE V


 


1.           This Contract and the Offer Letter of Employment, the terms of which
are incorporated herein by reference, contain the complete, full and exclusive
understanding of the Employer and Employee with respect to Employee’s
employment by Employer and supersedes any and all other oral or written
agreements between the parties hereto with respect to this subject matter


 


2.           This Contract may be amended only if the Employer as well as the
Employee consent to the amendment in writing.


 


ARTICLE VI


 


1.           All rights and obligations of the parties following from this
Contract are regulated by the laws of the State of New York, without regard to
conflict of laws rules thereof, to the extent that the application of the laws
of another jurisdiction would be required thereby.


 


2.           Employee agrees that any material breach of this Contract by him
could cause irreparable damage to the Employer and that in the event of such material
breach the Employer shall have, in addition to any and all remedies of law, the
right to an injunction, specific performance or other equitable relief to
prevent the violation of his obligations hereunder.


 


ARTICLE VII


 


1.           This Contract is a personal contract and, except as specifically set
forth herein, Employee’s rights and obligations hereunder may not be sold,
transferred, assigned, pledged or hypothecated by Employee.  The rights and obligations of Employer
hereunder may, in whole or in part, be sold, transferred or assigned by
Employer to any affiliated or successor corporation; provided, however, that
any such transfer will not relieve Employer of its obligations hereunder and
will not harm the employee in anyway.


 


2.           This Contract of Employment has been written in two equal copies in
the English language, one copy for the Employee and one copy for the Employer.


 


Done
in                            ,
this 26 day of February, 2004


 


	
  /s/ Ivan
  Hruška

  	
   

  	
  /s/ Raviv
  Zoller, /s/ Shai Onn

  
	
  Employee

  	
   

  	
  NESS Technologies, Inc.