**Exhibit 10.1**

 

**Personal  EmploymentAgreement**

** **

That was made and signed on August 10, 2005

 
| Between:     |   | Ness Technologies Holdings Ltd  |
|--------------|--------|---------------------------------|
|         |   |                            |
|         |   | (hereafter – Company)      |
|         |   |                            |
| And between: |   | Shachar Efal                    |
|         |   |                            |
|         |   | I.D. 059256255                  |
|         |   | 6 Alomot St. Ramat Efal         |
|         |   | (hereafter – the employee) |

 

Whereas the employee began to work at the Ness Technologies’ Group on January 1,1994, and he is employed today as President responsible for business activity; and

 

Whereas the parties are interested to define the employee’s employmentterms as of July 1, 2005;

 

Therefore it has been stipulated and agreed between the parties asfollows:

 

It is agreed between the parties that the terms of the employing theemployee are on the basis of five working days per week (a total of 9.0 hoursper day - 43 hours per week) and that these terms, as set out in this agreementbelow, were determined by the Board of Directors of the Company and can bechanged only with the approval and consent of the employee.

 

**A.        Monthlypayments**

 

1.         Salary

 

The salary of the employee, as of the salaryfor the month of July 2005 (which is paid on August 1, 2005) is NIS 72,000gross (hereafter – the basic salary).

 

The basic salary will be revised fully inaccordance with the increase in the Consumer Price Index at the time of payinga price increase supplement in the economy. The base index is the index for themonth of May 2005 as published on June 15, 2005.

 

The aforesaid revision includes all the priceincrease supplements as paid from time to time to all the employees in Israeland also every national and/or plant supplement, and the employee hereby waivesevery such supplement.

 

2.         Overtime

 

It is agreed between the parties that theemployee’s job both requires a special degree of personal trust, and alsorequires additional work at unusual hours, and therefore

 

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the employee shall not be entitled toadditional payment for overtime, and any such payment is included in thepayment under clause A.1 above.

 

3.         AnnualBonus

 

The employee shall be entitled to an annualbonus in a maximum amount of $200,000. The actual amount shall be determined50% in proportion to the share of the CEO in his maximum annual bonus and 50%according to the business results in his responsibility according to theCompany’s annual bonus plan.

 

4.         Reimbursementof Expenses

 

Company will reimburse the employee for anybusiness related expenses incurred by him according to the Company’s policy andprocedures and subject to the Company’s’ discretion.

 

5.         Companycar

 

A company car shall be put at the disposal ofthe employee for his use in accordance with the policy that shall be determinedfrom time to time by Company. The car will be a Toyota Land Cruiser orequivalent. The Company will bear the tax liability according to Israeli incometax rules.

 

**B.**                         **Annual payments** - based on a fullwork year. Parts of a year shall be calculated proportionately.

 

1.         Convalescence

 

The employee shall be entitled to 13 days of convalescence per year, which shall be paid at therate and at the time as customary for the management staff at the Company.

 

2.         Vacation

 

The employee shall be entitled to a vacationof 25 working days per year.

 

The employee should make every effort to takean annual vacation, but if the conditions of the work require him not toutilize all the vacation days, the employee may accumulate to his credit theunused balance of vacation days up to a maximum of 50 accumulated vacationdays.

 

The employee may redeem vacation balances ora part thereof with the approval of his superior. Twenty accumulated vacationdays shall be considered as a month for the purpose of the redemption. Theredemption shall include the basic salary and the accompanying supplements, effectiveas of the date of the redemption (clauses A.1 above).

 

If the employee accumulates more than 50vacation days, he shall receive an automatic redemption of the accumulatedamount over fifty days, at the end of each calendar year.

 

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3.         Sickness

 

The employee is entitled to 22 paid sick daysper year. This right is cumulative over the whole period of the employee’s workat Company. This right is not redeemable and is intended to be used only in acase of actual sickness. The exploitation of sickness days will be inaccordance with Company policy.

 

C.                          **Paid Absences**

 

The employee shall be entitled to be absent from work on full pay onthose days recognized by law and the Company’s policy.

 

D.                         **Deductions from salary**

 

1.         Studyfund

 

The employee shall be entitled to savings inthe advanced study fund.

 

The salary that constitutes a basis for the advancedstudy fund is the basic salary.

 

The amounts of the payment are: 7.5% at Company’sexpense and 2.5% at the employee’s expense. These amounts of payment shall becalculated up to the salary ceiling permitted for the payment without any taxliability under the Income Tax Regulations, as in force from time to time. Ifthe amounts of the payment (the employer’s part) are larger than the aforesaidceiling, the difference shall be paid to the employee gross as a studysupplement.

 

This supplement shall not constitute a basisfor calculating the rights of the employee for any purpose and/or matter.

 

2.                             Companyshall deduct from the employee’s salary any tax that is payable under any lawand/or custom by the employee.

 

E.                           **Miscellaneous**

 

1.         Reportof work hours

 

The basis for the payment of the salary isclocking in and out with a personal badge or a manual report, in accordancewith the Company’s policy. Flexible hours during the month is possible in accordancewith Company’s policy.

 

2.         Prepayments

 

The employee shall be entitled to ask forprepayments in accordance with the procedures that shall be determined fromtime to time.

 

3.         Dailynewspaper

 

The employee shall be entitled to asubscription to a daily newspaper which shall be paid by Company and sent tohis address.

 

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4.         Medicalchecks

 

The employee shall be entitled to havemedical checks once a year at Company’s invitation and at Company’s expense.

 

F.                           **Declaration of the employee**

 

1.                             Theemployee hereby confirms his consent to be employed on the terms set out inthis agreement and undertakes to invest all his efforts and skills in carryingout the job that he has been given in order to promote the interests of Company.The employee also undertakes to comply with all the obligations for which he isliable as set out in the agreement.

 

2.                             Theemployee hereby gives an irrevocable instruction to deduct from any creditbalance that he has at Company and/or that is due to him from Company,including the right to severance pay, any debt that he has and/or that he willhave to Company and/or any amount that was paid to him in error and/or to whichhe was not entitled, all of which in real terms, namely: with the addition oflinkage to the Consumer Price Index.

 

3.                             Theemployee declares that he knows that the terms of his employment are personaland confidential and he undertakes to keep them confidential.

 

4.                             Theemployee hereby declares that he is free to enter into this agreement, and thathe has no obligations whatsoever that affect this agreement whether as anemployee or as an independent contractor to any person or organizationwhatsoever. The employee undertakes that as long as he is employed by Company underthis agreement, he shall not take upon himself any such obligations.

 

5.                             Theemployee undertakes to keep confidential any professional, commercial or businessinformation that comes to his attention with regard to the affairs of Company,not to use and not to abuse any such information and not to transfer it toanyone. A confidentiality appendix will be attached.

 

6.                             Whenthe period of his employment has ended, the employee shall be free to engage inany business that he chooses, provided that for a year from the date offinishing his job he shall not be entitled to engage, whether directly orindirectly, in projects (as agreed with Company) at any stage, and to makecontact with software companies whose products are represented by Company(and/or are subject to negotiations to receive a representation) in which hewas involved within the framework of his job at Company prior to the date ofhis leaving.

 

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G.                          **Insurances**

 

1.         Managersinsurance - regular payments

 

The employee shall be entitled to managersinsurance under the terms of Company’s managers insurance policy for managementstaff, as in force from time to time. The payments to managers insurance shallbe based on the basic salary.

 

The amounts of the payment shall be asfollows:

 
| On account of compensation                        |   | 8.33  | % |
|---------------------------------------------------|--------|-------|---|
| On account of employer benefits                   |   | 5.00  | % |
| On account of disability (loss of work  capacity) |   | 0.50  | % |
| Total at expense of the employer                  |   | 13.83 | % |

 

Benefits at the expense of the employee: 5%.

 

In order to remove doubt, it is agreedbetween the parties that the payments to managers insurance are on account ofseverance pay.

 

2.         Managersinsurance - increases in policies for raises in salary

 

When raising the salary of the employee inreal terms, the managers insurance policies shall be revised by a lump-sumincrease for compensation only in an amount of 8.33% on the basis of the salaryand seniority, as set out in clause A.1 above.

 

H.                         **Leaving Company**

 

1.         Leavingon the initiative of Company

 

Company shall be entitled to terminate theemployee-employer relationship at any time and for any reason. If the employee’swork is terminated as aforesaid, and the employee leaves in a mannercoordinated with his superior and as agreed with him, for cooperation intransferring the job, the employee shall be entitled to three months’ priornotice and  unless the termination is inthe circumstances  described in section H4 below to additional adaptation period of six months. During the adaptationperiod, the employee shall be entitled to his salary including all theaccompanying supplements under this agreement.

 

2.         Leavingon the initiative of the employee

 

Should the employee choose to leave Companyon his initiative, he must give the Company three months’ prior notice. Theterms of his leaving in such a case (including the date of leaving and the useof the prior notice that he gave) shall be subject to the discretion of hissuperiors and at their discretion he shall be entitled to three months ofadaptation.  During the adaptationperiod, the employee shall be entitled to his salary including all theaccompanying supplements under this agreement.

 

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3.         Assignmentof managers insurance policy

 

On the date of ending his work, for anyreason, the employee shall receive an automatic transfer of the managersinsurance policy to his exclusive ownership in accordance with the appendix.

 

4.                             Everythingstated in clause H above shall not apply in a case where the employee isdismissed or resigns as a result of his committing, within the framework of hiswork and/or with regard thereto, acts that constitute a criminal offence thatinvolves moral turpitude or in a case where the employee caused real damagearising from a serious breach of his obligations to the employer, including abreach of this agreement.

 

I.                              **Term**

 

1.                             Theperiod of the agreement is for two years as of the date of the agreement unlessterminated earlier by the Company or the employee as described in clauses H1and H2 above. The agreement shall automatically be extended for successive oneyear periods  unless either of theparties shall give to the other party written notice of its desire to terminateit pursuant to clause H above.

 

J.                             **Miscellaneous**

 

1.                             Thisagreement exhausts all the terms of the employment that were made with theemployee hitherto, replaces them and cancels as of July 1, 2005 anyprevious document except the employee option agreement and appendix A to thisagreement.  The Company is entitled toassign this employment contract in the future to any company in the NessTechnologies Inc. group by delivering the employee written notice.

 

 
| **NESS Technologies Holdings Ltd.**    | ** ** | ** **        |
|----------------------------------------|------------|-------------------|
| ** **                             | ** ** | ** **        |
| ** **                             | ** ** | ** **        |
| /s/  Aharon Fogel                      |       | /s/  Shachar Efal |
| **Aharon Fogel**                       | ** ** | **Shachar Efal**  |
| Chairman  of the Board                 |       | The  employee     |
| ** **                             | ** ** | ** **        | ** ** |
| ** **                             | ** ** | ** **        | ** ** |
| /s/  Raviv Zoller                      |       |              |   |
| **Raviv Zoller**                       | ** ** | ** **        | ** ** |
| President  and Chief Executive Officer |       |              |   |

 

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**Appendix A**

 

**Appendix: Addendum to the Managers InsuranceAgreement dated                  (hereafter “the Addendum”) with regard to all the Policies that exist or thatwill be issued in the future (hereafter: “the Policies”)**

 

1.                             It ishereby declared and agreed that notwithstanding anything stated in the Addendumor in the main agreement, in any case of ending work the employee shall beentitled to receive into his possession the full ownership of the Policies,when all the payments that the employer was liable to pay to the insurer untilthe date of the transfer under the Addendum and the main agreement have beenpaid in full.

 

2.                             Notwithstandingthe aforesaid, if the employee is dismissed or if the employee resigns fromwork with the employer as a result of his committing, within the framework ofhis work and/or with regard thereto, acts that constitute a criminal offencethat involves moral turpitude or in a case where the employee caused realdamage arising from a serious breach of his obligations to the employer, thenthe employee shall be entitled only to the pension monies that have accumulatedin the policies and the employer shall be entitled to redeem to his credit thecompensation monies that have accumulated in the policies. In such a case, theemployee may, at the time of ending his work, choose one of the following options:

 

a.                             Toredeem the policies. In such a case, the employee shall receive an amount equalto the difference between the redemption value and the total of all thepremiums that were paid by the employer on account of the compensation.

 

b.                            Atransfer of the ownership of the policies into the name of the employee for thefull amount of the insurance stipulated therein, after all the premiums thatwere payable under the agreement until the date of the transfer were paid infull. In such a case, the employee shall repay to the employer the total of allthe premiums that were paid by the employer on account of the compensation.

 

 

In witness whereof the parties have signedbelow on the 10 day of August, 2005.

 
| **NESS Technologies Holdings Ltd.**    | ** ** | ** **        |
|----------------------------------------|------------|-------------------|
| ** **                             | ** ** | ** **        |
| ** **                             | ** ** | ** **        |
| /s/  Aharon Fogel                      |       | /s/  Shachar Efal |
| **Aharon Fogel**                       | ** ** | **Shachar Efal**  |
| Chairman  of the Board                 |       | The  employee     |
| ** **                             | ** ** | ** **        |
| ** **                             | ** ** | ** **        |
| /s/  Raviv Zoller                      |       |              |
| **Raviv Zoller**                       | ** ** | ** **        |
| President  and Chief Executive Officer |       |              |

 

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