Exhibit 10.21


 


Employment Agreement Addendum


 


 


	
  Between:

  	
   

  	
  Ness
  Technologies Inc and Ness Group (including Tekem)

  
	
   

  	
   

  	
  The
  “Company” of the first part

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Between:

  	
   

  	
  Tuvia
  Feldman

  
	
   

  	
   

  	
  Keren
  Hayesod street #9 Ghivat Shmuel

  
	
   

  	
   

  	
  The
  “Employee” of the second part

  
	
   

  	
   

  	
   

  
	
  Whereas

  	
   

  	
  In
  12/12/95 the employee signed an employment agreement with Tekem

  
	
  Whereas

  	
   

  	
  In
  7/99 Tekem was bought by Ness Technologies Inc.

  
	
  Whereas

  	
   

  	
  In
  1/8/99 an employment addendum was signed with Tekem

  
	
  Whereas

  	
   

  	
  In
  31/12/99 an Option agreement was signed with Tekem

  
	
  Whereas

  	
   

  	
  As
  of 1/7/00 the Ness Group was restructured

  



 


 


Now,
Therefore, It is agreed as follows:


 


1.     Till 16.4.2001 the latest, the employee will act as Senior V.P.
Operations of the Ness Israel entity and activity.


 


2.     After 17.4.2001 the latest, the employee will act as Senior V.P.
Operations of Ness Technologies Inc. or in a similar mutually acceptable
function.


 


3.     The different contracts between Tekem and the employee will
continue or will be assigned to a new entity agreed between the parties with
the continuation of their rights and obligations.


 


4.     As of July 1, 2000 the employee will be entitled to a monthly
salary of 68,000 NIS.


 


5.     The employee will be entitled to a bonus for the second half of
year 2000 that will be at least equal to the bonus the employee is entitled to
for the first half of year 2000 under ATL’s existing agreement.


 


6.     Prior to 16.4.2001 the employee will be entitled to a special
one time bonus in a way that reflects his contribution in the merger and the
streamlining of the operations of the different Ness companies.


 


7.     The employee will be entitled to additional options in the next
employee option plan of the Company in a way that reflects his contribution and
position in the Company.


 

















 


8.     (i) In the event of termination of the employment of the
employee by the Company prior to 16.4.2001 or


        (ii) In the event that the employee decides prior to
17.4.2001 that the new function offered to him as per paragraph 2, is not
acceptable to him or


        (iii) In the event the special bonus offered as per paragraph
6 and/or the amount and terms of the options offered as per paragraph 7 are not
acceptable to the employee then,


 


        The employee may give immediate notice that he has decided to
leave the Company and be entitled to receive instead a one time bonus of
US$100K in addition to his regular notice period.


 


9.     The special terms of paragraph 8 replace the double termination
period agreement to which the employee was entitled, during the first year of
the acquisition of Tekem by Ness.


 


	
   

  	
   

  
	
  Signed
  on 27/8/2000

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Tuvia Feldman

  	
   

  	
  /s/
  [illegible]

  
	
  The
  Employee

  	
   

  	
  Ness
  Technologies Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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