Exhibit
10.15


 


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED AGREEMENT is made as of the 13 day of
August, 2001


 


BETWEEN:


	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  Ness
  Technologies, Inc.

  
	
   

  	
   

  	
  a Delaware Corporation

  
	
   

  	
   

  	
  of Kiryat Atidim, Tel Aviv

  
	
   

  	
   

  	
  Israel (the “Company”)

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Mr. Raviv
  Zoller

  
	
   

  	
   

  	
  of 11 Almog St. Ramat
  Efal, Israel

  
	
   

  	
   

  	
  (the “Executive”)

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Ness
  Technologies Israel Ltd.

  
	
   

  	
   

  	
  an Israeli Company No.
  512766213

  
	
   

  	
   

  	
  (formerly known as
  Nesstech Solutions Ltd)

  
	
   

  	
   

  	
  of Kiryat Atitim, Tel Aviv

  
	
   

  	
   

  	
  Israel (“NTI”)

  



 


WHEREAS, Nesstech Advanced
Technologies (1999) Ltd. (“NAT”)
and the Executive have previously entered into an Employment Agreement dated as
of October 1, 1999 (the “Prior Employment Agreement”), setting forth the
terms and conditions of the employment relationship of the Executive with NAT;


 


WHEREAS, following a
reorganization of the companies forming part of the corporate group of which
the Company is the ultimate parent, NAT, NTI, the Company and the Executive
signed a document dated April 9, 2000 whereby, inter-alia, all the rights and
obligations of NAT, as the Executive’s employer under the Prior Employment
Agreement, were assigned to and assumed by NTI, with effect as from January 1,
2000;


 


WHEREAS, the Company desires
to promote the Executive to the position of President and Chief Executive
Officer of the Company, and the Executive is willing to commit himself to be
employed by the Company upon and subject to the terms and conditions of the
Prior Employment Agreement, as amended in the manner hereinafter set forth;


 


WHEREAS, in pursuance of the
foregoing, the parties each desire that all the rights and obligations of NTI,
as the Executive’s employer under the Prior Employment Agreement, shall be
assigned to and assumed by the Company, with effect as from June 1, 2001, and
the Company and the Executive each further desire to amend and restate the
Prior Employment Agreement to provide for the Company as a


 

















 


party thereto and the Executive’s employer thereunder and make certain
other changes.


 


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


 


1A.          Assignment of Prior Employment Agreement.  All the rights and obligations of NTI under
the Prior Employment Agreement are hereby assigned to the Company, with effect
as of June 1, 2001. All rights and obligations of the Executive under the Prior
Employment Agreement as shall have accrued and remain outstanding as of June 1,
2001 shall continue to apply to the Executive as if he were originally employed
by the Company thereunder.


 


1B.          Amendments of Prior Rights Agreement.  Upon execution of this Agreement by the
parties hereto, the Prior Employment Agreement is hereby amended and restated in
its entirety to read as set forth in this Agreement, and the Company and the
Executive hereby agree to be bound by the provisions hereof as the sole
agreement of the Company and the Executive with respect to the rights, as set
forth herein.


 


1C.          Personal Employment Agreement.  This Employment Agreement is the only
agreement which shall govern the relations between the Company and the
Executive, and shall exclusively determine the Executive’s terms of employment
by the Company.  This Agreement shall be
binding upon the parties, and shall not be subject to any other agreements or
arrangements of any kind.


 


2.             Term. 
The period of employment of the Executive by the Company hereunder shall
commence on October 1, 1999 (the “Effective Date”) and shall end on September
30, 2003, unless sooner terminated as provided in Section 5 hereof (such term
being referred to herein as the “Employment Period”); provided, however, that
the Employment Period shall automatically be extended for successive one year
periods unless either of the parties shall give to the other party written
notice of its desire not to so extend the Employment Period no later than three
(3) months prior to the expiration of the Employment Period.


 


3.             Position and Duties.


 


(a)            During the Employment Period,
the Executive shall serve as President and Chief Executive Officer (CEO) of the
Company as from June 1, 2001, and shall provide such other services to the
Company as he shall be requested from time to time by the Company, it being
acknowledged that the Executive served as Chief Financial Officer of the
Company as from the Efective Date until June 1, 2001.


 


(b)           The
Executive agrees to devote all of his working time and efforts to the
performance of his duties for the Company. However, the Executive shall also be
entitled to devote time to additional businesses in which the Executive is
engaged, provided that such other businesses shall not interfere or conflict
with the performance of the Executive’s undertakings hereunder, subject to the


 


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approval of the Chairperson of
the Board of Directors of the Company.


 


(c)            The
Executive’s services are included among the positions of management and the
positions requiring a special degree of personal trust and the Company is not
able to supervise the number of working hours of the Executive.  Accordingly, the provisions of the Hours of
Work and Rest Law 1951 will not apply to the Executive and he will not be
entitled to any additional remuneration whatsoever for his work with the
exception of that specifically set out in this Agreement.


 


4.             Compensation and Related Matters.


 


(a)            Monthly Salary.  As compensation for the performance by the
Executive of his obligations hereunder, during the Employment Period, the Company
shall pay the Executive a monthly salary at the rate in NIS equivalent to
$15,950 (Fifteen Thousand and Nine Hundred and Fifty U.S. Dollars) according to
the rate of exchange published by the Bank of Israel on the Effective Date (or,
if no such rate of exchange was published on the Effective Date, the rate of
exchange published immediately prior to the Effective Date), which said sum
shall be adjusted in accordance with the change in the Israeli Consumer Price
Index (CPI) published by the Central Bureau of Statistics or any alternative
agency (the “Monthly Salary”).  It is
hereby acknowledged and agreed that effective as at and from June 1, 2001, the
Monthly Salary shall be NIS 76,212 (Seventy Six Thousand Two Hundred and Twelve
New Israeli Shekels), to be adjusted in the manner aforesaid. It is hereby
stated that such adjustment to the CPI shall be deemed to include any
incremental cost of living addition to which the Executive may become entitled , and that the
Executive shall not be entitled to such additions.


 


(b)           Gross Salary.  The Monthly Salary and all amounts required to be paid to the
Executive by law represent the Executive’s gross salary, and include all of the
salary components and various supplements and benefits and/or all supplements
under any law and/or expansion order and/or any special or general collective
bargaining agreement that may apply to the relations between the Company and
the Executive.  It is hereby
acknowledged and agreed that all payments to the Executive by the Company, including,
without limitation, the Monthly Salary and other benefits and payments of any
kind, as provided in this Agreement are, unless otherwise required by law,
stated in gross figures, and there shall be deducted therefrom all relevant
taxes and/or charges that shall apply to them, at the time of their payment,
pursuant to any applicable law.


 


(c)            Options.    (i)         The Executive shall be
entitled to options in accordance with an option agreement, substantially in
the form attached hereto as Exhibit A (“First Executive Option Agreement”).  It is hereby clarified that such options
shall be at all times subject to the Company’s Employee Share Option Plan and
the applicable provisions of the Israeli Tax Code and any rules and regulations
promulgated thereunder.


 


(ii)      The
Executive shall be entitled to additional options in accordance with an option
agreement, substantially in the form attached hereto as Exhibit B (“Second
Executive Option Agreement”). It is hereby clarified that such additional
options shall be at all times subject to the Company’s


 


3

















 


Employee Share Option Plan and
the applicable provisions of the Israeli Tax Code and any rules and regulations
promulgated thereunder.


 


(d)           Bonus. 
Subject to the complete discretion of the Chairperson of the Company’s
Board of Directors and subject to the last sentence of this paragraph (d), the
Company shall pay to the Executive an annual bonus that shall be determined by
the Chairperson of the Board of Directors, who may, if the Chairperson deems
fit, in his sole discretion, set annual targets for the Executive as the basis
for determining the amount annual bonuses payable to the Executive.
Notwithstanding the foregoing, effective as from June 1, 2001, in no case shall
an annual bonus be less than the sum of US$75,000 (“Minimum Bonus”) or more
than US$180,000 (“Maximum Bonus”). The Minimum Bonus shall be paid to the
Executive during the year 2001 as from June 1, 2001 and in each subsequent
calendar year of the Employment Period by equal calendar monthly installments
on the last day of each month. In the event that the Executive shall be
entitled to an annual bonus that exceeds the sum of the Minimum Bonus, as
determined pursuant to this Section 4(d), and as certified by the Chairperson
of the Board of Directors, the amount of such excess shall be paid to the
Executive within thirty (30) days after such written certification shall have
been made and given by the Chairperson, but not later than ninety (90) days
from the expiration of the fiscal year. The bonus payments are stated in gross
figures, and there shall be deducted therefrom all relevant taxes and/or
charges that shall apply to them, at the time of their payment, pursuant to any
applicable law. The bonus payments shall be paid in NIS based upon the
representative rate of exchange of the United States Dollar on the day prior to
the relevant date of payment. It is hereby expressly acknowledged and agreed
that no social benefits or supplements of the kind provided in this Agreement
shall be payable by the Company on or with respect to the bonuses, as is
otherwise applicable with respect to the Monthly Salary hereunder.


 


(e)            Expenses.  The Company shall promptly reimburse the Executive for all
reasonable business expenses incurred during the Employment Period by the
Executive in performing services hereunder, including all expenses of travel
and living expenses while traveling on business or at the request of and in the
service of the Company, provided that such expenses are incurred and accounted
for in accordance with the policies and procedures established by the Company,
including the submission to the Company of appropriate vouchers or receipts for
such expenses.


 


(f)            Company Car.  The Executive shall be entitled to the use of a Company car, in
accordance with the Company’s policy and as customary for executives of the
Company.  The Company shall pay all
expenses in connection with the car, and shall reimburse the Executive for all
income taxes imposed in connection with his use of the car.


 


(g)           Managers Insurance Policy.  During the Employment Period, the Company
shall contribute to an insurance company as part of a Managers Insurance
Policy, which shall be the property of the Company, an amount equal to 13 1/3%
of the Executive’s salary (out of which 5% shall be for provident funds and 8
1/3% shall serve to cover severance compensation).  Any tax payable in respect of such contributions to the insurance
company shall be paid by the Company. 
In addition, the Company shall deduct from the salary an amount equal to
5% of the Executive’s salary and contribute the same to the insurance company
for such


 


4

















 


Managers Insurance Policy.  The aforementioned allocations made by the
Company shall be in lieu of severance pay according to the Severance Pay Law,
1963.


 


(h)           Disability Insurance.  In addition to the foregoing, during the
Employment Period the Company will bear the cost of disability insurance with
an insurance company, which secures a monthly payment to the Executive.  In any event the amount paid by the Company
for such insurance shall not exceed 2.5% of the Executive’s salary.


 


(i)             Advanced Study Fund.  The Company shall, during the Employment
Period, make monthly contributions on behalf of the Executive to a recognized
Advanced Study Fund in an amount equal to 7.5% of the Executive’s salary. Any
tax payable in respect of such contributions to such fund shall be paid by the
Company. In addition the Company shall deduct 2.5% from the Executive’s salary
which deduction shall also be paid to such Fund.


 


(j)             Vacation.  The Executive shall be entitled to vacation days and to
compensation in respect of earned but unused vacation days, determined in
accordance with the Company’s vacation plan. 
Official state holidays in Israel shall not be considered as vacation
days.


 


(k)            Medical Examination.  The Company shall pay for one annual medical
examination of the Executive , to
be performed at a medical center of the Executive’s choice, provided that the
cost of such examination shall not exceed the cost of a similar examination at
the Tel-HaShomer hospital.


 


(l)             Alternative Allocation of Payments.  At the Executive’s request, the Company
shall modify the payments and benefits set forth in this Section 4 by
increasing certain payments and benefits and decreasing others, in accordance
with the Executive’s request, provided, however, that all such modifications
shall not result in any increase to the overall cost to the Company of the Executive’s
employment (including costs in connection with future entitlements of the
Executive or his heirs).


 


(m)           Loan.         As soon as is
practicable after the execution of this Agreement, the Company shall advance to
the Executive, by way of loan, the cash sum of $200,000 (Two Hundred 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


 


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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 in Section 4 of
Exhibit B to the Second Executive Option Agreement;


 


(iv)           if
the Company shall consummate an initial underwritten public offering;


 


(v)            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


 


(vi)           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.


 


5.             Termination.  The Executive’s employment hereunder may be terminated, in which
case the Employment Period shall end, under the circumstances set forth below:


 


(a)            Death. 
The Executive’s employment hereunder shall terminate upon his death.


 


(b)           Disability.  If, as a result of the Executive’s incapacity due to physical or
mental illness or injury, the Executive shall have been absent from the
performance of his duties hereunder for a period of three consecutive months or
120 days within a one year period, the Company may terminate the Executive’s
employment hereunder for “Disability.” 
Days of Absence under Section 4(j) shall be considered part of such
three-month period described in this Section 5(b).


 


(c)            Cause. 
The Company may terminate the Executive’s employment hereunder for
Cause.  For purposes of this Agreement,
the Company shall have “Cause” to terminate the Executive’s employment
hereunder upon the occurrence of any of the following events:


 


(i)             the conviction of the
Executive for the commission of a felony; or


 


(ii)            the
failure by the Executive to substantially perform his duties hereunder (other
than such failure resulting from the Executive’s incapacity due to physical or
mental illness or injury) provided that a demand for substantial performance is
delivered by the Company in writing that specifically identifies the manner in
which the Company believes the Executive has not substantially performed his
duties (“Demand”). The Company shall have Cause to terminate the Executive’s
employment if the failure to perform has not been cured within fourteen (14)
days after the Demand; or


 


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(iii)           an
event constituting a material breach of this Agreement by the Executive,
including, but not limited to, breach by the Executive of the provisions of
Section 3 hereof, that has not been fully cured within seven (7) days after
written notice thereof has been given by the Company to the Executive; or


 


(iv)           serious
misconduct by the Executive (including, but not limited to, breach by the
Executive of the provisions of Section 7 hereof) that is injurious to the
Company, whether monetarily or otherwise.


 


(d)           Termination by the Company.
Notwithstanding the foregoing, the Company may terminate the Executive’s
employment during the Employment Period at any time for any reason whatsoever,
subject to a prior written notice delivered by the Company to the Executive,
which shall take effect as set forth in Section 6(b) below.


 


(e)            Termination by the Executive .  The Executive may terminate his employment
during the Employment Period hereunder, subject to a prior written notice
delivered by the Executive to the Company, which shall take effect as set forth
in Section 6(b) below.


 


6.             Termination Procedure.


 


(a)           Notice of Termination.  Any termination of the Executive’s
employment by the Company or by the Executive (other than termination pursuant
to Section 5(a) hereof) shall be communicated by written Notice of Termination
to the other party hereto in accordance with Section 9.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
details the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated.


 


(b)           Date of Termination.  “Date of Termination” shall mean (i) if the
Executive’s employment is terminated by his death, the date of his death, (ii)
if the Executive’s employment is terminated for Disability pursuant to Section
5(b) above, thirty (30) days after Notice of Termination, (iii) if the
Executive’s employment is terminated pursuant to Section 5(c), then six (6)
months after the delivery of Notice of Termination, except if such termination
is pursuant to Section 5(c)(i) in which case the Date of Termination shall be
the date of Notice of Termination and (iv) if the Executive’s employment is
terminated pursuant to Section 5(d) or (e) above, then, six (6) months after
the delivery of Notice of Termination. The Company shall be entitled to
terminate the employment before the Date of Termination given provided that it
gives the Executive all the benefits set forth in and subject to Section 4
above in respect of the period through the Date of Termination.


 


(c)            Termination by Company for Cause.  If the Executive’s employment shall be
terminated by the Company for Cause, then the Company shall pay the Executive
his Monthly Salary (at the rate in effect at the time Notice of Termination is
given) and all other unpaid amounts and benefits through the Date of
Termination.  The Company shall have no
additional obligations to the Executive under this Agreement except as set
forth in this Section 6(c).


 


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(d)           Termination by Company without Cause.  If the Executive’s employment shall be
terminated by the Company pursuant to Section 5(d) above, then the Company
shall continue to pay the Executive his Monthly Salary (at the rate in effect
at the time of the Notice of Termination) until the Date of Termination.
Notwithstanding the foregoing, the Company shall be entitled to make the
appropriate payments and benefits to the Executive as would be due during the
said six (6) month notice period pursuant to Section 6(b)(iv) in advance in
lieu of the period of notice, in which case the Date of Termination shall be
the date of such payment in full.


 


(e)           Deposits to
Pension Programs.  Upon the
termination of the Executive’s employment, provided that the such termination
was not for Cause, the Executive shall be entitled to all the amounts deposited
in his favor in pension programs, including payments made for severance pay.


 


7.             Confidential
Information; Noncompetition.


 


(a)            Confidential Information.  In consideration of the Company’s agreements
hereunder, and in further consideration of the benefits accruing to the
Executive hereunder, the Executive hereby agrees that he shall not, directly or
indirectly, disclose or use at any time, either during or subsequent to the
Employment Period, any trade secrets or other confidential information, whether
patentable or not, of the Company, its parent, subsidiaries or its affiliates
now or hereafter existing, including but not limited to, any (i) processes,
formulas, trade secrets, innovations, inventions, discoveries, improvements,
research or development and test results, specifications, data and know-how;
(ii) marketing plans, business plans, strategies, forecasts, unpublished
financial information, budgets, projections, product plans and pricing; (iii)
personnel information, including organizational structure, salary, and
qualifications of employees; (iv) customer and supplier information, including
identities, product sales and purchase history or forecasts and agreements; and
(v) any other information (collectively, “Confidential Information”), of which
the Executive is or becomes informed or aware during the Employment Period,
whether or not developed by the Executive, except (A) as may be reasonably
required for the Executive to perform the Executive’s employment duties with
the Company, (B) to the extent such information becomes generally available to
the public through no wrongful act of the Executive, (C) information which has
been disclosed without restriction as a result of a subpoena or other legal
process, after the Company has had the opportunity to request a suitable
protective order for such information, or (D) with the Company’s prior written
authorization.  This covenant shall
survive the termination of the Executive’s employment hereunder.  The Executive agrees to execute such further
agreements and/or confirmations of the Executive’s obligations to the Company
concerning non-disclosure of Confidential Information as the Company may
reasonably require from time to time. 
Upon termination of the Employment Period, the Executive shall promptly
deliver to the Company all physical and electronic copies and other embodiments
of Confidential Information.


 


(b)           Noncompetition Covenant.  The Executive agrees that at all times
during the Employment Period and thereafter until the second anniversary of the
termination or expiration of the Employment Period (the “Noncompetition
Period”), the Executive shall not, except on behalf of the Company, directly or


 


8

















 


indirectly, allow his name to
be used by or Participate in any Competitive Business (as each of such terms is
defined below).  For purposes of this
Agreement, (A) the term “Participate” means to have any direct or indirect
interest, participation or involvement, whether as an officer, director,
employee, partner, sole proprietor, agent, representative, independent
contractor, consultant, franchiser, franchisee, creditor, owner, stockholder or
otherwise; provided, however, that the foregoing shall not
prevent the Executive from investing in publicly traded securities issued by
any corporation, provided the holdings thereof by the Executive do not
constitute more than $100,000 in market value of shares, or two percent (2%) of
outstanding shares, whichever is greater, so long as the Executive does not
have any participation in the business management of such entity; and (B) the
term “Competitive Business” means any enterprise, venture or proprietorship
engaged in or which proposes to engage in the development, manufacture, sale,
licensing and/or distribution of any information, products and/or services that
are the same as or substantially similar to information, products and/or
services provided (or in development and proposed to be provided) by any
business unit or division within the Company.


 


(c)            Non Solicitation of Employees.  The Executive recognizes that he will
possess confidential information about other executives and employees of the
Company (including, in this Section, its parent and affiliates) relating to
their education, experience, skills, abilities, compensation and benefits, and
inter-personal relationships with customers of the Company.  The Executive recognizes that the
information he will possess about these other employees is not generally known,
is of substantial value to the Company in developing its business and in
securing and retaining customers, and has been and will be acquired by him
because of his business position with the Company.  The Executive agrees that, during the Employment Period and the
Noncompetition Period, he will not, directly or indirectly, solicit or recruit
any employee of the Company for the purpose of being employed by him or by any
competitor of the Company on whose behalf he is acting as an agent,
representative or employee and that he will not convey any such confidential
information or trade secrets about other employees of the Company to any other
person.


 


(d)           Ownership of Developments.  Any invention, improvement, design,
development or discovery conceived, developed, created or made by Executive
alone or with others, during the period of his employment hereunder and
applicable to the business of the Company, whether or not patentable or
registrable, shall become the sole and exclusive property of the Company.  Executive shall disclose the same promptly
and completely to the Company and shall, during the period of his employment
hereunder and at any time and from time to time hereafter (i) execute all
documents requested by the Company for vesting in the Company the entire right,
title and interest in and to the same, (ii) execute all documents requested by
the Company for filing and prosecuting such applications for patents,
trademarks and/or copyrights as the Company, in its sole discretion, may desire
to prosecute, and (iii) give the Company all assistance it reasonably requires,
including the giving of testimony in any suit, action or proceeding, in order
to obtain, maintain and protect the Company’s right therein thereto.


 


In the event that the Company is unable to secure the signature of
Executive on any document necessary to apply for, prosecute, obtain, or enforce


 


9

















 


any patent, copyright, trademark or other similar right, whether due to
mental or physical incapacity or any other cause, Executive hereby irrevocably
designates and appoints the Company and each of its duly authorized officers,
as his agent and attorney in fact, to act for and in his behalf and stead, to execute
and file any such document and to do all other lawfully permitted acts to
further the prosecution, issuance, and enforcement of patents, copyrights,
trademarks, or other rights of protection with the same force and effect as if
executed and delivered by Executive.


 


8.             Assignment; Successors.


 


As used in this Agreement, “Company” shall mean as defined above and
any successor (whether direct or indirect, by purchase, merger, consolation or
otherwise) to all or substantially all of the business and/or assets of the
Company or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.


 


This Agreement is a personal contract and, except as specifically set
forth herein, Executive’s rights and obligations hereunder may not be sold,
transferred, assigned, pledged or hypothecated by Executive.  This Agreement shall be binding upon
Executive, his heirs, executors and administrators, and upon the Company, its
successors and assigns.


 


The rights and obligations of the Company hereunder may, in whole or in
part, be sold, transferred or assigned by the Company to any affiliated or
successor corporation; provided, however, that any such transfer
will not relieve the Company of its obligations hereunder.


 


9.             Notice.  For the purposes of this Agreement, notices, demands and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) ten (10) days after having been mailed by certified or registered
mail, return receipt requested, postage prepaid, addressed as follows:


 


If to the Executive:


11 Almog St. Ramat Efal


Israel


 


If to the Company:


Kiryat Atidim, Tel Aviv, Israel


 


or to such other address as
any party may have furnished to the other in writing in accordance therewith,
except that notices of change of address shall be effective only upon receipt.


 


10.           Counterparts.  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


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11.           Waiver.  Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times.


 


12.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and the Company.


 


13.           Validity.  The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.  Upon determination that any term or other
provision is invalid, illegal or incapable of being enforced, this Agreement
shall be modified so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law.


 


14.           Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of the Company or any party hereto; and any
prior agreement of the parties hereto in respect of the subject matter
contained herein is hereby terminated and canceled.  Any modifications to this Agreement can only be made in writing
signed by the Executive and an appropriate Company Officer.


 


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


 


	
   

  	
   Ness Technologies, Inc.

  
	
   

  	
   

  
	
  BY:

  	
  /s/

  	
  Aharon Fogel

  	
   

  	
  /s/ Raviv Zoller

  	
   

  
	
   

  	
  Aharon
  Fogel

  	
  Raviv Zoller

  
	
  Title:
  Chairman of the Board

  	
  President and CEO

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
   

  
							



 


 


	
   

  	
  Ness Technologies Israel Ltd.

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
  BY:

  	
  /s/ Aharon
  Fogel, /s/ Raviv Zoller

  	
   

  
	
   

  	
  Name: Aharon
  Fogel        Raviv Zoller

  
	
   

  	
  Title:      
  Director               Director

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
  /s/ Raviv
  Zoller

  	
   

  
	
   

  	
  Raviv Zoller

  
								



 


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