Exhibit
10.25


 


Private & confidential


Ivan Hruška


Kuzmányho 7


040 01 Košice


Slovakia


 


	
   

  	
  NESS Technologies, Inc.

  



 


 


January 29, 2004


 


Dear Ivan,


 


I am writing on behalf of
NESS Technologies Inc. to offer you a position in NESS, on the following terms
and conditions.


 


1. Duration of contract


 


You will join NESS
Technologies Inc. on “at will” employment commencing March 1, 2004.


 


2. Position and responsibilities


 


You will be employed as
Senior Executive (President
NESS Europe) in NESS Technologies, Inc. and you will be reporting to the
Executive Vice President for International Sales. You will be responsible for
all operations of NESS in the territory of Europe. You will be seconded to
Czech Republic to NESS Czech s.r.o.


 


3. Employment conditions


 


Your gross annual
total compensation will be 322.700 EUR payable monthly (60% of the total
compensation shall be a fixed salary component payable monthly, and 40% of the
total compensation shall be a variable bonus related component payable 50%
quarterly and 50% at the end of the year) excluding benefits listed below NESS will calculate the Czech income tax
liability, settle it on your  behalf and deduct the payment from the above gross salary.


 


The Bonuses are
payable quarterly will be based on quarterly achieved EBIT results of the
managed company (EBIT=Operating profit). Base for measurement is the agreed
budgeted quarterly EBIT and the actual achieved EBIT. The quarterly maximum
bonus payment may not exceed 50% of year end (YED) bonuses. After the audited
YED results are finalized, the annual part of the bonus will be calculated and
the balance will be paid on the basis of annual achieved EBIT vs. budgeted
annual EBIT. The maximum Total Bonus payment will not exceed 100% of the agreed
Budget.


 


You will be entitled to
25 days of vacation per annum in addition to local Czech public holidays. Your
annual salary will be reviewed yearly each January.


 

















 


NESS Czech will provide a
car for your business and personal use. All company costs in respect of the car
will be borne by NESS Czech excluding petrol for private usage.


 


Ness Czech will pay the
health insurance premium for the BUPA International scheme, for you and your
direct dependants. You will be liable for any charges not covered by the BUPA
International scheme.


Ness Czech will pay for
IAPA insurance cover.


 


NESS Czech will provide
you with any necessary tools needed for successfully running the business, as
agreed with you superior.


 


4. Termination


 


NESS Technologies Inc. reserves the right to summarily
terminate this contract should you commit any acts that contravene the
provision of this contract or are deemed to be a gross breach of professional
conduct.


 


The notice period will be six (6) months for both
parties commencing on the first day of the next calendar month following the
calendar month in which the notice is properly delivered to the other Party


 


5. General


 


This offer letter does not constitute a legally
binding agreement between the Parties unless supplement by an Employment
Agreement signed by both Parties within 30 days after its signature by both
Parties.


 


I look forward to you
joining the company.  Please sign the
attached copy of this letter to confirm your acceptance of these terms and
conditions.


 


Yours sincerely


 


	
  /s/ Raviv Zoller

  	
   

  	
  /s/ Shai Onn

  
	
  Raviv Zoller,

  	
   

  	
  Shai Onn

  
	
  CEO Ness Technologies,
  Inc.

  	
   

  	
  President – European
  Operations

  
	
   

  	
   

  	
  Ness Technologies, Inc.

  



 


	
   

  	
  I confirm acceptance of
  the above terms and conditions of employment:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
  /s/ Ivan Hruška

  	
   

  	
  Date:

  	
  2/26/04

  	
   

  



 


2