**Exhibit 10.32**

 

**ADDENDUM TO EMPLOYMENT AGREEMENT (“ADDENDUM”)**

 

Thisdocument shall serve as an addendum to the December 1, 1999 EmploymentAgreement between Ness USA, Inc. f/k/a Ness Global Services, Inc. orApar Infotech Corporation (the “Company”) and Shashank Samant (“Employee”).  In consideration of Employee’s continuedat-will employment pursuant to and subject to the terms of the above-referencedEmployment Agreement, Employee agrees that the terms of his employment willchange as follows:

 

SinceAugust 9, 2005 Employee serves as the president of MSS group and reportsto Ness Technologies Inc. (“Ness”) President and CEO (the “CEO”).

 

Employee’sbase salary shall be revised to USD 240,000 effective Jan 1, 2006.  Furthermore, Employee shall be entitled to anannual bonus up to USD 250,000 (Maximum Bonus) which shall be calculated asfollows:

 

1.               50% of the MaximumBonus shall be payable provided MSS achieves the P&L plan (Both Revenuesand Operating Income) as per 2006 budget.

 

2.               25% of the MaximumBonus shall be payable (split into the following components) provided MSSachieves the targets as set forth in Budget 2006:

a.               5% - Sales as perbudget

b.              5% - Backlog growthof 25% over 2005 end (adjusting for the Transfer clauses)

c.               5% - Cash-flowgoals as per budget 2006

d.              5% - HeadcountGrowth (adjusting for the Transfer clauses)

e.               5% - Attrition asper budget

 

3.               25% of the Maximum Bonus shall be payable asper the following split

25% - Provided Ness Inc. meets P&L targets asper Budget 2006

 

•                  Quarterlyadvances against the Maximum Bonus may be approved by the Group’s President;provided that the advances each quarter shall not exceed 75% of 1/4 of the MaximumBonus and may only be paid if Employee achieves his personal target for therelevant quarter and is expected to achieve his annual targets. The finalbalance of the Maximum Bonus shall be calculated and paid shortly after thecompletion of Ness Technologies Inc. annual audited financial statements andnot later than 90 days after the end of the year (if actual advances paid arehigher than the actual entitlement, any excessive payment shall be deemed anadvance on behalf of the following year bonus). Where the Employee’s employmentis terminated before the end of the year, the calculation of the relative bonuswill be performed on the actual termination date, unless the employmentagreement provide otherwise.

 

•                  Incase of resignation following role-change, reporting change (e.g. Employee’s reportingchange from direct reporting to the CEO to another officer or termination ofservice - at least 75% of the total variable compensation (as per the detailsabove) is guaranteed to the executive.

 

•                  Incase of otherwise voluntary resignation, at least 50% of the total variablecompensation (as per details above) is guaranteed.

 

•                  9months severances pay in case there is any reporting change or termination ofservices from NESS.

 

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•                  TheEmployee shall be entitled to an additional annual bonus of up to $50,000 perthe CEO discretion

 

Employeefurther agrees that except for the changes described above, the terms andconditions of the above-referenced Employment Agreement shall remain in fullforce and effect.

 

Theparties have agreed to terms of this addendum this 13th day of March,2006, intending to be legally bound.

 
| **EMPLOYEE** | **NESS USA, INC.**   |
|--------------|----------------------|
|         |                 |
| Signature:   | /s/ SHASHANK SAMANT  |   | Signature: | /s/ RAVIV ZOLLER |   |
| Name:        | Shashank Samant      |   | Name/Title: | Raviv Zoller, Board Member |   |
|         |                 |   |   |   |   |
|         |                 |   | Signature: | /s/ YTZHAK EDELMAN |   |
|         |                 |   | Name/Title: | Ytzhak Edelman, Board  Member |
|         |                 |   |   |   |   |
| Date:        | March 13, 2006  |   | Date: | March 13, 2006 |   |
|         |                 |   |   |   |   |
| Location:    | San Jose, California |   | Location: | Tel Aviv, Israel |   |

 

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