Exhibit 10.13


 


AMENDMENT OF EMPLOYMENT AGREEMENT


 


THIS
AMENDMENT OF AGREEMENT is made as of the 31 day of May, 2001.


 


BETWEEN:


 


	
  (1)

  	
   

  	
  Ness
  Technologies, Inc.

  
	
   

  	
   

  	
  a Delaware Corporation

  
	
   

  	
   

  	
  of Ness Tower, Atidim, Tel
  Aviv,

  
	
   

  	
   

  	
  Israel (the “Company”)

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Mr.
  Aharon Fogel

  
	
   

  	
   

  	
  of Tarsat 3, Tel Aviv,
  Israel

  
	
   

  	
   

  	
  (the “Executive”)

  



 


WHEREAS, the Company and the
Executive have previously entered into an Employment Agreement dated as of
August 1, 1999 (the “Original Agreement”), setting forth the terms
and conditions of the employment relationship of the Executive with the
Company;


 


WHEREAS, the Company and the
Executive desire to amend the provisions of the Original Agreement in the
manner hereinafter appearing.


 


NOW, THEREFORE, in
consideration of the premises, and intending to be legally bound, the parties
hereto hereby agree as follows:


 


1.             In
this Agreement, unless there is something in the subject or context
inconsistent therewith, capitalized terms appearing in this Agreement shall
have the meanings assigned to them in the Original Agreement.


 


2.             The Original Agreement shall hereby
be amended by adding the following new paragraph (g) to Section 4 thereof,
effective as of June 1, 2001:


 


“(g)         Loan. 
As soon as is practicable after June 1, 2001 (the “Loan Date”), the
Company shall advance to the Executive, by way of loan, the cash sum of $80,000
(Eighty Thousand United States Dollars (the “Loan”). The Loan shall be repaid
by the Executive to the Company in United States Dollars upon the expiration or
termination of his employment with the Company, as linked to and adjusted in
accordance with the “Madad” (Israeli Consumer Price Index (CPI) published by
the Central Bureau of Statistics), plus interest thereon at the rate of 4% per
annum. Notwithstanding the foregoing, the Loan and interest thereon shall be
converted into and treated as a non-refundable grant upon the happening of the
earlier of the following events:


 

















 


(i)             if the Executive
shall remain employed with the Company on the 1st day of June, 2003 (the “Loan Conversion
Date”);


 


(ii)            if the Executive’s
employment shall be terminated by the Company prior to the Loan Conversion
Date, except for “Cause” (as defined and provided below), or in the event of
his death or permanent disability;


 


(iii)           if there shall be a
“Change in Control” of the Company, as defined as follows: an event (other than
the transfer of shares in the Company to its holding or parent company) that
shall be deemed to have occurred as of the first day any one or more of the
following have been satisfied:


 


(A)           any event whereby
any person or entity (other than (i) the Company or an Affiliate, as defined in
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (ii)
any employee benefit plan or trust sponsored or maintained by the Company or an
affiliate, as defined in the Exchange Act) (x) acquires 25% or more of the
Company’s Stock; or (y) acquires (in one transaction or in a series of related
transactions) 25% or more of the ownership in all or substantially all of the
Company’s assets, whether by sale, lease, exchange or other transfer; or (z)
acquires (in one transaction or in a series of related transactions) a majority
interest or all or substantially all of the assets of a subsidiary, business
unit, segment or division of the Company as defined by the Board of Directors
of the Company;


 


(B)            any consolidation or merger of the
Company, other than a merger or consolidation of the Company in which the Stock
of the Company or the existing shares of Stock of the Company outstanding
immediately prior thereto continues to represent (either by remaining
outstanding or by being converted into common stock of the surviving entity) at
least 75% of the common stock of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or


 


(C)            upon the consummation of an initial
public offering of the Company’s securities in which the Company issues and
sells Stock representing at least 15% of the total Common Stock of the Company
(treating all outstanding Preferred Stock, options and warrants on a fully
diluted and as converted basis) following the initial public offering;


 


(iv)           if the Company
and/or its wholly owned subsidiaries sell a portion(s) of their activities and
assets in a single transaction or a series of transactions representing in the
aggregate in excess of twenty-five percent (25%) of the total activities and
assets of the Company and its whole owned subsidiaries by refererence to
revenues and values for the fiscal year ending and as of December 31,
2000; or


 


(v)            in the event of the
winding-up or liquidation of the Company or the appointment of a trustee or
receiver in bankruptcy with respect to the assets of the Company.”


 


3.             Except as set forth
in Section 2 hereof, the terms, conditions


 


2

















 


and agreements set forth in the
Original Agreement are hereby ratified and confirmed and shall continue in full
force and effect.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement on the date first above written.


 


	
   

  	
   

  	
   

  	
  Ness Technologies, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
  BY:

  	
  /s/ Morris
  Wolfson

  	
   

  
	
   

  	
   

  	
  Name: Morris
  Wolfson

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Henry Kressel

  	
   

  
	
   

  	
   

  	
  Name: Henry
  Kressel 

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
   

  	
  /s/
  Aharon Fogel

  	
   

  
	
   

  	
   

  	
  Aharon Fogel

  
								



 


3