Exhibit 10.11


 


NESS TECHNOLOGIES, INC.


 


2003 STOCK OPTION PLAN


 


1.                                       Purpose of the Plan.


 


This 2003 Stock Option Plan (the “Plan”) is
intended as an incentive, to retain in the employ of and as directors,
consultants and advisors to NESS TECHNOLOGIES, INC., a Delaware corporation
(the “Company”) and any Subsidiary of the Company, within the meaning of
Section 424(f) of the United States Internal Revenue Code of 1986, as
amended (the “Code”), persons of training, experience and ability, to attract
new employees, directors, consultants and advisors whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate
the active interest of such persons in the development and financial success of
the Company and its Subsidiaries.


 


It is further intended that certain options
granted pursuant to the Plan shall constitute incentive stock options within
the meaning of Section 422 of the Code (the “Incentive Options”) while
certain other options granted pursuant to the Plan shall be nonqualified stock
options (the “Nonqualified Options”). 
Incentive Options and Nonqualified Options are hereinafter referred to
collectively as “Options.”


 


The Company intends that the Plan meet the
requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and that transactions of
the type specified in subparagraphs (c) to (f) inclusive of Rule 16b-3 by
officers and directors of the Company pursuant to the Plan will be exempt from
the operation of Section 16(b) of the Exchange Act.  Further, the Plan is intended to satisfy the
performance-based compensation exception to the limitation on the Company’s tax
deductions imposed by Section 162(m) of the Code with respect to those
Options for which qualification for such exception is intended. In all cases,
the terms, provisions, conditions and limitations of the Plan shall be
construed and interpreted consistent with the Company’s intent as stated in
this Section 1.


 


2.                                       Administration of the Plan.


 


The Board of Directors of the Company (the
“Board”) shall appoint and maintain as administrator of the Plan a Committee
(the “Committee”) consisting of two or more directors who are “Non-Employee
Directors” (as such term is defined in Rule 16b-3) and “Outside Directors” (as
such term is defined in Section 162(m) of the Code), which shall serve at
the pleasure of the Board.  The
Committee, subject to Sections 3 and 5 hereof, shall have full power and
authority to designate recipients of Options, to determine the terms and
conditions of respective Option agreements (which need not be identical) and to
interpret the provisions and supervise the administration of the Plan.  The Committee shall have the authority,
without


 

















 


limitation, to designate which
Options granted under the Plan shall be Incentive Options and which shall be
Nonqualified Options.  To the extent any
Option does not qualify as an Incentive Option, it shall constitute a separate
Nonqualified Option.


 


Subject to the provisions of the Plan, the Committee
shall interpret the Plan and all Options granted under the Plan, shall make
such rules as it deems necessary for the proper administration of the Plan,
shall make all other determinations necessary or advisable for the
administration of the Plan and shall correct any defects or supply any omission
or reconcile any inconsistency in the Plan or in any Options granted under the
Plan in the manner and to the extent that the Committee deems desirable to
carry into effect the Plan or any Options. 
The act or determination of a majority of the Committee shall be the act
or determination of the Committee and any decision reduced to writing and
signed by all of the members of the Committee shall be fully effective as if it
had been made by a majority at a meeting duly held.  Subject to the provisions of the Plan, any action taken or
determination made by the Committee pursuant to this and the other Sections of
the Plan shall be conclusive on all parties.


 


In the event that for any reason the
Committee is unable to act or if the Committee at the time of any grant, award
or other acquisition under the Plan of Options or Stock as hereinafter defined
does not consist of two or more Non-Employee Directors, or if there shall be no
such Committee, then the Plan shall be administered by the Board, and
references herein to the Committee (except in the proviso to this sentence)
shall be deemed to be references to the Board, and any such grant, award or
other acquisition may be approved or ratified in any other manner contemplated
by subparagraph (d) of Rule 16b-3; provided, however, that options granted to
the Company’s Chief Executive Officer or to any of the Company’s other four
most highly compensated officers that are intended to qualify as
performance-based compensation under Section 162(m) of the Code may only
be granted by the Committee.


 


3.                                       Designation of Optionees.


 


The persons eligible for participation in the
Plan as recipients of Options (the “Optionees”) shall include employees,
officers and directors of, and, subject to their meeting the eligibility
requirements of Rule 701 promulgated under the Securities Act (as defined
below), consultants and advisors to, the Company or any Subsidiary; provided
that Incentive Options may only be granted to employees of the Company and the
Subsidiaries.  In selecting Optionees,
and in determining the number of shares to be covered by each Option granted to
Optionees, the Committee may consider any factors it deems relevant, including without
limitation, the office or position held by the Optionee or the Optionee’s
relationship to the Company, the Optionee’s degree of responsibility for and
contribution to the growth and success of the Company or any Subsidiary, the
Optionee’s length of service, promotions and potential.  An Optionee who has been granted an Option
hereunder may be granted an additional Option or Options, if the Committee
shall so determine.


 


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4.                                       Stock Reserved for the Plan.


 


Subject to adjustment as provided in
Section 7 hereof, a total of 2,000,000 shares of the Company’s Common
Stock, $0.01 par value per share (the “Stock”), shall be subject to the
Plan.  The maximum number of shares of
Stock that may be subject to options granted under the Plan to any individual
in any calendar year shall not exceed 250,000 shares (subject to adjustment
pursuant to Section 7 hereof), and the method of counting such shares
shall conform to any requirements applicable to performance-based compensation
under Section 162(m) of the Code. The shares of Stock subject to the Plan
shall consist of unissued shares, treasury shares or previously issued shares
held by any Subsidiary of the Company, and such amount of shares of Stock shall
be and is hereby reserved for such purpose. 
Any of such shares of Stock that may remain unsold and that are not
subject to outstanding Options at the termination of the Plan shall cease to be
reserved for the purposes of the Plan, but until termination of the Plan the
Company shall at all times reserve a sufficient number of shares of Stock to
meet the requirements of the Plan. 
Should any Option expire or be canceled prior to its exercise in full or
should the number of shares of Stock to be delivered upon the exercise in full
of an Option be reduced for any reason, the shares of Stock theretofore subject
to such Option may be subject to future Options under the Plan, except where
such reissuance is inconsistent with the provisions of Section 162(m) of
the Code.


 


5.                                       Terms and Conditions of Options.


 


Options granted under the Plan shall be
subject to the following conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable:


 


a.                                       Option Price. 
The purchase price of each share of Stock purchasable under an Incentive
Option shall be determined by the Committee at the time of grant, but shall not
be less than 100% of the Fair Market Value (as defined below) of such share of
Stock on the date the Option is granted; provided, however, that with respect
to an Optionee who, at the time such Incentive Option is granted, owns (within
the meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or of any Subsidiary,
the purchase price per share of Stock shall be at least 110% of the Fair Market
Value per share of Stock on the date of grant. 
The purchase price of each share of Stock purchasable under a
Nonqualified Option shall not be less than the Fair Market Value of such share
of Stock on the date the Option is granted; provided, however, that if an
option granted to the Company’s Chief Executive Officer or to any of the
Company’s other four most highly compensated officers is intended to qualify as
performance-based compensation under Section 162(m) of the Code, the
exercise price of such Option shall not be less than 100% of the Fair Market
Value (as such term is defined below) of such share of Stock on the date the
Option is granted.  The exercise price
for each Option shall be subject to adjustment as provided in Section 7
below.  “Fair Market Value” means the
closing price of publicly traded shares of Stock on the principal securities
exchange on which shares of Stock are listed (if the shares of Stock are so
listed), or on the NASDAQ Stock Market (if the shares of Stock are regularly
quoted on the NASDAQ Stock Market), or, if not so listed or regularly quoted,
the mean between the closing bid and asked prices of publicly traded shares of
Stock in the over-the-counter market, or, if such bid and asked prices shall
not be


 


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available, as reported by any nationally recognized quotation service
selected by the Company, or as determined by the Committee in a manner
consistent with the provisions of the Code. 
Anything in this Section 5(a) to the contrary notwithstanding, in
no event shall the purchase price of a share of Stock be less than the minimum
price permitted under the rules and policies of any national securities
exchange on which the shares of Stock are listed.


 


b.                                      Option Term. 
The term of each Option shall be fixed by the Committee, but no Option
shall be exercisable more than ten years after the date such Option is granted
and in the case of an Incentive Option granted to an Optionee who, at the time
such Incentive Option is granted, owns (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company or of any Subsidiary, no such
Incentive Option shall be exercisable more than five years after the date such
Incentive Option is granted.


 


c.                                       Exercisability. 
Subject to Section 5(j) hereof, Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at the time of grant.


 


Upon the occurrence of a “Change in Control”
(as hereinafter defined), the Committee may accelerate the vesting and
exercisability of outstanding Options, in whole or in part, as determined by
the Committee in its sole discretion. 
In its sole discretion, the Committee may also determine that, upon the
occurrence of a Change in Control, each outstanding Option shall terminate
within a specified number of days after notice to the Optionee thereunder, and
each such Optionee shall receive, with respect to each share of Company Stock
subject to such Option, an amount equal to the excess of the Fair Market Value
of such shares immediately prior to such Change in Control over the exercise
price per share of such Option; such amount shall be payable in cash, in one or
more kinds of property (including the property, if any, payable in the
transaction) or a combination thereof, as the Committee shall determine in its
sole discretion.


 


For purposes of the Plan, a Change in Control
shall be deemed to have occurred if:


 


i.                                          a tender offer (or series of related offers)
shall be made and consummated for the ownership of 50% or more of the
outstanding voting securities of the Company, unless as a result of such tender
offer more than 50% of the outstanding voting securities of the surviving or
resulting corporation shall be owned in the aggregate by the shareholders of
the Company (as of the time immediately prior to the commencement of such
offer), any employee benefit plan of the Company or its Subsidiaries, and their
affiliates;


 


ii.                                       the Company shall be merged or consolidated
with another corporation, unless as a result of such merger or consolidation
more than 50% of the outstanding voting securities of the surviving or
resulting corporation shall be owned in the aggregate by the shareholders of
the Company (as of the time immediately prior to such transaction), any
employee benefit plan of the Company or its Subsidiaries, and their affiliates;


 


iii.                                    the Company shall sell substantially all of
its assets to another corporation that is not wholly owned by the Company,
unless as a result of such sale more than


 


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50% of such assets shall be owned in the aggregate by the shareholders
of the Company (as of the time immediately prior to such transaction), any
employee benefit plan of the Company or its Subsidiaries and their affiliates;
or


 


iv.                                   a Person (as defined below) shall acquire
50% or more of the outstanding voting securities of the Company (whether
directly, indirectly, beneficially or of record), unless as a result of such
acquisition more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the shareholders of
the Company (as of the time immediately prior to the first acquisition of such
securities by such Person), any employee benefit plan of the Company or its
Subsidiaries, and their affiliates.


 


For purposes of this Section 5(c),
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as
in effect on the date hereof) under the Exchange Act.  In addition, for such purposes, “Person” shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof; however, a Person shall not include (A) the
Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Subsidiaries; (C) an underwriter temporarily holding securities pursuant to an
offering of such securities; or (D) a corporation owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportion as their ownership of stock of the Company.


 


d.                                      Method of Exercise. 
Options to the extent then exercisable may be exercised in whole or in
part at any time during the option period, by giving written notice to the
Company specifying the number of shares of Stock to be purchased, accompanied
by payment in full of the purchase price, in cash, or by check or such other
instrument as may be acceptable to the Committee.  As determined by the Committee, in its sole discretion, at or
after grant, payment in full or in part may be made at the election of the
Optionee (i) in the form of Stock owned by the Optionee (based on the Fair
Market Value of the Stock on the trading day before the Option is exercised)
which is not the subject of any pledge or security interest, (ii) in the form
of shares of Stock withheld by the Company from the shares of Stock otherwise
to be received with such withheld shares of Stock having a Fair Market Value on
the date of exercise equal to the exercise price of the Option, or (iii) by a
combination of the foregoing, provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any shares surrendered to the
Company is at least equal to such exercise price and except with respect to (ii)
above, such method of payment will not cause a 
disqualifying disposition of all or a portion of the Stock received upon
exercise of an Incentive Option.  An
Optionee shall have the right to dividends and other rights of a stockholder
with respect to shares of Stock purchased upon exercise of an Option at such
time as the Optionee has given written notice of exercise and has paid in full
for such shares and (ii) has satisfied such conditions that may be imposed by
the Company with respect to the withholding of taxes.


 


e.                                       Non-transferability of Options.


 


i.                                          Except as provided in Section 5(e)(ii)
hereof, during the lifetime of an Optionee, only the Optionee (or, in the event
of legal incapacity or incompetence, the Optionee’s guardian or legal
representative) may exercise an Option. Except as provided in


 


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Section 5(e)(ii) hereof, no Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.


 


ii.                                       A Optionee may Transfer (as defined in
Section 5(e)(iii) below) all or part of an Option that is not an Incentive
Stock Option by gift or domestic relations order to any “family member” (as
that term is defined under Rule 701(c)(3) of the Securities Act, as amended or
any successor provision of law); provided, that (x) there shall be no
consideration for any such Transfer and (y) subsequent Transfers of transferred
Options shall be prohibited except those made in accordance with this Section 5(e)(ii)
or by will or the laws of descent and distribution and otherwise in compliance
with applicable U.S. federal and state and foreign securities laws. Following
any permitted Transfer hereunder, any transferred Option shall continue to be
subject to the same terms and conditions as were applicable immediately prior
to such Transfer, provided that for purposes of this Section 11(e)(ii) the
term “Optionee” shall be deemed to refer to the transferee and the transferee
shall agree to be bound by the terms and conditions of the Options and this
Plan. The events of termination of the employment or other relationship of
Section 5(i) hereof shall continue to be applied with respect to the
original Optionee, following which the Option shall be exercisable by the
transferee only to the extent and for the periods specified in
Section 5(f), 5(g), 5(h), or 5(i) hereof.


 


iii.                                    Except pursuant to the laws of descent and
distribution, Optionee shall not sell or in any other way, directly or
indirectly, transfer, assign, distribute, pledge, hypothecate, encumber, gift
or otherwise alienate or dispose of (collectively, “Transfer”) any Stock issued
pursuant to the exercise of an Option (whether now owned or hereafter acquired
pursuant to such exercise), or any right or interest therein, whether
voluntarily or involuntarily, by operation of law, court order, foreclosure,
marital property division or otherwise, except (a) in compliance with all
applicable U.S. federal and state and foreign securities laws and (b) with the
written consent of the Company. Notwithstanding the foregoing, the Optionee may
Transfer such Stock by gift or domestic relations order to any “family member”
(as that term is defined under Rule 701(c)(3) of the Securities Act, as amended
from time to time) without obtaining the written consent of the Company;
provided, that (i) such Transfer shall be in compliance with all applicable
U.S. federal and state and foreign securities laws; (ii) there shall be no
consideration for any such Transfer; and (iii) the transferee shall agree not
to Transfer such Stock except in accordance with this Section 5(e)(iii).
Any attempted Transfer of Stock acquired pursuant to the exercise of an Option
that is not permitted in accordance with this Section 5(e)(iii) shall be void
and of no further force and effect and shall not be registered on the books of
the Company. The provisions of this Section 5(e)(iii) will be of no
further force or effect upon the earlier of: (x) the first date on which Shares
are held of record by more than five hundred (500) persons and are registered
pursuant to an effective registration statement filed with the United States
Securities and Exchange Commission; (y) the consummation of a firm commitment
underwritten public offering, pursuant to an effective registration statement
under the Securities Act, as amended from time to time; or (z) a sale of the
Company to, or merger of the Company with, a company subject to the reporting
requirements of the Exchange Act, as amended from time to time.


 


f.                                         Termination by Death. 
Unless otherwise determined by the Committee at grant, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates by
reason of death, the Option may thereafter be exercised, to the extent then
exercisable (or on such accelerated basis as the Committee shall determine at
or after grant), by


 


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the legal representative of the estate or by the legatee of the
Optionee under the will of the Optionee, for a period of one year after the
date of such death or until the expiration of the stated term of such Option as
provided under the Plan, whichever period is shorter.


 


g.                                      Termination by Reason of Disability. 
Unless otherwise determined by the Committee at grant, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates by
reason of total and permanent disability, any Option held by such Optionee may
thereafter be exercised, to the extent it was exercisable at the time of
termination due to Disability (or on such accelerated basis as the Committee
shall determine at or after grant), but may not be exercised after 30 days
after the date of such termination of employment or service or the expiration
of the stated term of such Option, whichever period is shorter; provided,
however, that, if the Optionee dies within such 30-day period, any unexercised
Option held by such Optionee shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of one year after
the date of such death or for the stated term of such Option, whichever period
is shorter.


 


h.                                      Termination by Reason of Retirement. 
Unless otherwise determined by the Committee at grant, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates by
reason of Normal or Early Retirement (as such terms are defined below), any
Option held by such Optionee may thereafter be exercised to the extent it was
exercisable at the time of such Retirement (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be exercised after 30
days after the date of such termination of employment or service or the
expiration of the stated term of such Option, whichever period is shorter;
provided, however, that, if the Optionee dies within such 30-day period, any
unexercised Option held by such Optionee shall thereafter be exercisable, to
the extent to which it was exercisable at the time of death, for a period of
one year after the date of such death or for the stated term of such Option,
whichever period is shorter.


 


For purposes of this paragraph (h) “Normal
Retirement” shall mean retirement from active employment with the Company or
any Subsidiary on or after the normal retirement date specified in the
applicable Company or Subsidiary pension plan or if no such pension plan, age
65, and “Early Retirement” shall mean retirement from active employment with
the Company or any Subsidiary pursuant to the early retirement provisions of
the applicable Company or Subsidiary pension plan or if no such pension plan,
age 55.


 


i.                                          Other Termination. 
Unless otherwise determined by the Committee at grant, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates for any
reason other than death, Disability or Normal or Early Retirement, the Option
shall thereupon terminate, except that the portion of any Option that was
exercisable on the date of such termination of employment or service may be
exercised for the lesser of 30 days after the date of termination or the
balance of such Option’s term if the Optionee’s employment or service with the
Company or any Subsidiary is terminated by the Company or such Subsidiary
without cause (the determination as to whether termination was for cause to be
made by the Committee).  The transfer of
an Optionee from the employ of or service to the Company to the employ of or
service to a Subsidiary, or vice versa, or from one Subsidiary to another,
shall not be deemed to constitute a termination of employment or service for
purposes of the Plan.


 


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j.                                          Limit on Value of Incentive Option. 
The aggregate Fair Market Value, determined as of the date the Incentive
Option is granted, of Stock for which Incentive Options are exercisable for the
first time by any Optionee during any calendar year under the Plan (and/or any
other stock option plans of the Company or any Subsidiary) shall not exceed
$100,000.


 


k.                                       Incentive Option Shares.  A
grant of an Incentive Option under this Plan shall provide that (a) the
Optionee shall be required as a condition of the exercise to furnish to the
Company any payroll (employment) tax required to be withheld, and (b)if the
Optionee makes a disposition, within the meaning of Section 424(c) of the
Code and regulations promulgated thereunder, of any share or shares of Stock
issued to him upon exercise of an Incentive Option granted under the Plan
within the two-year period commencing on the day after the date of the grant of
such Incentive Option or within a one-year period commencing on the day after
the date of transfer of the share or shares to him pursuant to the exercise of
such Incentive Option, he shall, within 10 days after such disposition, notify
the Company thereof and immediately deliver to the Company any amount of United
States federal, state and local income tax withholding required by law.


 


6.                                       Term of Plan.


 


No Option shall be granted pursuant to the
Plan on or after April 10, 2013, but Options theretofore granted may extend
beyond that date.


 


7.                                       Capital Change of the Company.


 


In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, or other change in corporate
structure affecting the Stock, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares reserved for issuance under the
Plan and in the number and option price of shares subject to outstanding
Options granted under the Plan, to the end that after such event each
Optionee’s proportionate interest shall be maintained as immediately before the
occurrence of such event.  The Committee
shall, to the extent feasible, make such other adjustments as may be required
under the tax laws so that any Incentive Options previously granted shall not
be deemed modified within the meaning of Section 424(h) of the Code.


 


8.                                       Purchase for Investment.


 


Unless the Options and shares covered by the
Plan have been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the Company has determined that such registration is
unnecessary, each person exercising an Option under the Plan may be required by
the Company to give a representation in writing that he is acquiring the shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.


 


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9.                                       Taxes.


 


The Company may make such provisions as it
may deem appropriate, consistent with applicable law, in connection with any
Options granted under the Plan with respect to the withholding of any taxes
(including income or employment taxes) or any other tax matters.


 


10.                                 Initial Public Offering.


 


As a condition of Participation in this Plan,
each Optionee shall be obligated to cooperate with the Company and the
underwriters in connection with any public offering of the Company’s securities
and any transaction s relating to a public offering, and shall execute and
deliver any agreements and documents, including without limitation, a lock-up
agreement, that may be requested by the Company or the underwriters.  The Optionees’ obligations under this
Section 10 shall apply to any Stock issued under the Plan as well as to
any and all other securities of the Company or its successor for which Stock
may be exchanged or into which Stock may be converted.


 


11.                                 Effective Date of Plan.


 


The Plan shall be effective on April 10,
2003; provided, however, that the Plan shall subsequently be approved by
majority vote of the Company’s stockholders generally entitled to vote at a
meeting of stockholders not later than April 9, 2004.


 


12.                                 Amendment and Termination.


 


The Board may amend, suspend, or terminate
the Plan, except that no amendment shall be made that would impair the rights
of any Optionee under any Option theretofore granted without the Optionee’s
consent, and except that no amendment shall be made which, without the approval
of the stockholders of the Company would:


 


a.                                       materially increase the number of shares
that may be issued under the Plan, except as is provided in Section 7;


 


b.                                      materially increase the benefits accruing to
the Optionees under the Plan;


 


c.                                       materially modify the requirements as to
eligibility for participation in the Plan;


 


d.                                      decrease the exercise price of an Incentive
Option to less than 100% of the Fair Market Value per share of Stock on the
date of grant thereof or the exercise price of a Nonqualified Option to less
than 100% of the Fair Market Value per share of Stock on the date of grant
thereof; or


 


e.                                       extend the term of any Option beyond that
provided for in Section 5(b).


 


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The Committee may amend the terms of any
Option theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any Optionee without the Optionee’s
consent.  The Committee may also
substitute new Options for previously granted Options, including options
granted under other plans applicable  to
the participant and previously granted Options having higher option prices, upon
such terms as the Committee may deem appropriate.


 


13.                                 Government Regulations.


 


The Plan, and the grant and exercise of
Options hereunder, and the obligation of the Company to sell and deliver shares
under such Options, shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies, national
securities exchanges and interdealer quotation systems as may be required.


 


14.                                 General Provisions.


 


a.                                       Certificates. 
All certificates for shares of Stock delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, or other securities commission having
jurisdiction, any applicable Federal or state securities law, any stock
exchange or interdealer quotation system upon which the Stock is then listed or
traded and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.


 


b.                                      Employment Matters. 
The adoption of the Plan shall not confer upon any Optionee of the
Company or any Subsidiary any right to continued employment or, in the case of
an Optionee who is a director, continued service as a director, with the
Company or a Subsidiary, as the case may be, nor shall it interfere in any way
with the right of the Company or any Subsidiary to terminate the employment of
any of its employees, the service of any of its directors or the retention of
any of its consultants or advisors at any time.


 


c.                                       Limitation of Liability.  No
member of the Board or the Committee, or any officer or employee of the Company
acting on behalf of the Board or the Committee, shall be personally liable for
any action, determination or interpretation taken or made in good faith with
respect to the Plan, and all members of the Board or the Committee and each and
any officer or employee of the  Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.


 


d.                                      Registration of Stock. 
Notwithstanding any other provision in the Plan, no Option may be
exercised unless and until the Stock to be issued upon the exercise thereof has
been registered under the Securities Act and applicable state securities laws,
or are, in the opinion of counsel to the Company, exempt from such registration
in the United States.  The Company shall
not be under any obligation to register under applicable federal or state
securities laws any Stock to be issued upon the exercise of an Option granted
hereunder in order to permit


 


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the exercise of an Option and the issuance and sale of the Stock
subject to such Option, although the Company may in its sole discretion
register such Stock at such time as the Company shall determine.  If the Company chooses to comply with such
an exemption from registration, the Stock issued under the Plan may, at the
direction of the Committee, bear an appropriate restrictive legend restricting
the transfer or pledge of the Stock represented thereby, and the Committee may
also give appropriate stop transfer instructions with respect to such Stock to
the Company’s transfer agent.


 


	
   

  	
  NESS
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  April 10, 2003

  



 


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