t


     

    Exhibit
10.19

    


    EMPLOYMENT
AGREEMENT

    


    


    THIS AGREEMENT is made on the
1st day of April, 2006  effective as of the 1st day of
January, 2006

    


    BETWEEN:

    


    


    
      	
              (1)  

            	
              Ness
      Technologies Holdings Ltd.

            
	 	

              Kiryat
      Atidim, Tel Aviv

              Israel
      (the “Company”)

            


    

     

    
    

    
      	
              (2)  

            	
              Mr.
      Michael Zinderman

            
	 	
              Israeli
      I.D 050452822

               (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
period of employment of the Executive by the Company and shall end on December
31, 2008, 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 six
(6) months (upon a notice by the Executive) or nine (9) months (upon a notice by
the Company)  prior to the expiration of the Employment
Period.

    


    As the Executive was employed by ATL, a
subsidiary of the Company since June 1981, 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 TSG, 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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    (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 70,000 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)            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 and ewhen 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.

    


    (d)            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.

    


             (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.  The Company will pay to a medical
insurance policy of “Zion.”

    


    (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.  The Executive will be entitled to dining
expenses according to the Company’s policy. Any tax due in consequence to such
payment will be paid by the Executive.

    


    (m)           Bonus.  The
Executive shall be entitled to a maximal annual bonus of 150k$ (equivalent in
NIS) that shall be determined by the complete discretion of Ness Technologies
Inc.’s CEO and subject to the approval of the Stock Option and Compensation
committee of Ness Technologies Inc.

     Shortly
after the execution of this agreement and not later than April 5, 2006 the
Executive shall be entitled to one time sign up bonus in the gross amount of
75k$ (equivalent in NIS).

    


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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (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).

    


    (c)           Omitted

    


     (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, nine (9 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)           Omitted

    


    (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.

    


    
      	
               
      

            	
              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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (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.

    


    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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    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 Dodaim
St.

    Herzelia
46419

     Israel

    


    If
to the Company:

    Ness
Tower, Atidim BLDG #4

    Tel Aviv
61580, Israel

    Attention:
Raviv Zoller

    


    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.

    


    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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    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 Holdings Ltd

                                        	 
	 	 	 	 
	
                                          

                                            DATE:
      April 1, 2006

                                          

                                        	
                                          By:
      

                                        	/s/ Aharon
      Fogel	 
	 	 	Name 
      Aharon
      Fogel	 
	 	 	Title : 
      Chairman
      of the Board	 
	 	 	 	 
	 	 	

                                          /s/
      Raviv Zoller

                                        	 
	 	 	

                                          Name:
      Raviv
      Zoller

                                        	 
	 	 	

                                          Title:  
      President
      and CEO

                                        	 
	 	 	 	 
	 	

                                           

                                        	 	 
	 	

                                          The
      Executive

                                        	 
	 	 	 	 
	

                                          DATE:
      April 1, 2006

                                        	 	
                                          /s/
      Michael Zinderman

                                        	 
	 	 	

                                          Michael
      Zinderman

                                        	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        7