Exhibit
10.19
 
 EMPLOYMENT
AGREEMENT
 
 THIS AGREEMENT is made on and
effective the 11 day of March, 2010
 
 BETWEEN:
 
 (1)
              Ness A.T.
      Ltd.Kiryat
      Atidim, Tel Aviv
                Israel
      (the “Company”)(2)
              Mr. Effi
      KotekIsraeli
      I.D 51651065
                4
      Halamish St.
                Hod
      Hasharon
                (the
      “Executive”)
  WHEREAS, the Company desires to employ
the Executive, and the Executive is willing to commit himself to be employed by
the Company; and
 
 WHEREAS, the parties desire to enter
into this Agreement setting forth the terms and conditions of the employment
relationship of the Executive with the Company;
 
 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:
 
 1. 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
Executive is employed by the Company on at will basis and both parties may
terminate the employment as provided in Section 5 hereof (such term being
referred to herein as the “Employment Period”);
 
 As the Executive was employed by Gilad
Integration Computer Systems and Software (1999) Ltd, a subsidiary of the
Company since January 17, 1999, it is hereby agreed that he will enjoy full
continuity of his social rights and tenure.
 
 3. Position
and Duties.
 
 (a) During
the Employment Period, the Executive shall serve as the President of Ness
Israel, and shall provide such other services to the Company as he shall be
requested from time to time by the Company, its parent or
affiliates.
 
 (b) The
Executive agrees to devote all of his working time and efforts to the
performance of his duties for 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 of 76,000 NIS 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 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 (תוספות יוקר), and
that the Executive shall not be entitled to such additions. Once a year the
Parties will review the Executive salary.
 
 (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) 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 and
his home telephone expenses, 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.
 
 (d) Options.
The Executive shall be entitled to participate in future allocations the options
of the Company’s parent corporation, Ness Technologies Inc. (“Ness”), according
to Ness policy regarding senior executives and in accordance with an option
agreement that shall be signed if and when such allocation is executed. It is
hereby clarified that such options, if and when granted, shall be at all times
subject to the Ness’ Employee Share Option Plan and the applicable provisions of
the Israeli Tax Code and any rules and regulations promulgated
thereunder.
 
 (e) Company
Car. The Executive shall be entitled to use a Company car, in accordance
with the Company’s policy and as customary for executives of the Company. In
such event, 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.
 
 (f) 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 Executive. 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
Managers Insurance Policy. The aforementioned allocations made by the Company
shall be in lieu of severance pay according to the Severance Pay Law, 1963. The
policy will include irrevocable instructions of the Company to an automatic
transfer of title in the policy in the event of termination of employment for
any reason.
  2
 
 (g) 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.
 
 (h) Vacation,
Sickness Leave, Convalescence Payments. The Executive shall be entitled
to vacation, sickness leave and convalescence payments and to compensation in
respect of earned but unused vacation days, determined in accordance with the
Company’s vacation plan but not less than 25 vacation days, sickness leave days,
and convalescence days according to the Company’s policy. Official state
holidays in Israel shall not be considered as vacation days. The Executive shall
be entitled to all vacation days and sickness leave accumulated during his
employment since 1981
 
 (i) Medical
Examination. The Company shall pay for one annual medical examination of
the Executive (סקר
רפואי שנתי), 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.
 
 (j) 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).
 
 (k) Education
Fund. The Company shall pay 7.5% of the Monthly Salary to an
education fund account nominated by the Executive, provided the Executive will
contribute 2.5% of his salary to that account. All sums that are over the
ceiling recognized by the Income Tax Regulations will be paid to the Executive
in addition to his salary after the required tax deductions. Such payments will
not be part of the Executive’s salary for any purpose.
 
 (l) Other
Benefits. The Executive will be entitled to an Israeli daily
newspaper of his choice.
 
 (m) Bonus The
Executive shall be entitled to an annual bonus per the Company’s bonus plan that
is defined in the beginning of each year.
 
 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 90 days within a
one year period, the Company may terminate the Executive’s employment hereunder
for “Disability.” Days of Absence under Section 4(g) (except vacation) shall be
considered part of such three-month period described in this Section
5(b).
  3
 
 (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 only upon the occurrence of any of the
following events:
 
 (i) The
conviction of the Executive for the commission of a felony; or
 
 (ii) An
event constituting a material breach of this Agreement by the Executive that has
not been fully cured within seven (7) days after written notice thereof has been
given by the Company to the Executive; or
 
 (iii) 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 or its subsidiaries or any other member of the Group, whether monetarily
or otherwise
 
 (d) Termination
by the Company. 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 by the Company for any other reason, unless
a later date is specified therein, six months after the delivery of Notice of
Termination.(iii) if the Executive’s employment is terminated by the Executive
six (6) months after the delivery of the Notice. 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.
 
 (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(d).
 
 (d) Deposits
to Pension Programs.Upon the termination of
the Executive’s employment, the Executive shall be entitled to all the amounts
deposited in his favor in pension programs, including payments made for
severance pay and education fund.
  4
 
 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 first 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 indirectly, be engaged
in any project that was handled by him under the framework of his office in the
Company at the date of termination.
 
 (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.
  5
 
 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 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. The agreement may be assigned to any company within Ness
Technologies Inc. group.
 
 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:
 4
Halamish St.
 Hod
Hasharon
 Israel
 
 If
to the Company:
 Ness
Tower, Atidim BLDG #4
 Tel Aviv
61580, Israel
 Attention:
Sachi Gerlitz
 
 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.
  6
 
 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.
 
 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
      A.T. LtdDATE:
      March 11, 2010
                BY:
                /s/
      ISSACHAR
      GERLITZName:Issachar
      GerlitzTitle:President
      and CEO/s/
      OFERSEGEVName:Ofer
      SegevTitle:Executive
      Vice President and CFO
   The
      ExecutiveDATE:
      March 11, 2010
                BY:
                /s/
      EFFI
      KOTEKEffi
      Kotek
  7