**Exhibit 10.1**

 

**ANEMPLOYMENT AGREEMENT**

 

**made andsigned in Tel Aviv on the 1st day of the month of April in theyear 2001**

 

**between**

 
|             | **Ness I. N. G. Ltd.,**                   |                    |
|------------------|-------------------------------------------|-------------------------|
|             | **private company 51 - 169821 - 9**       |                    |
|             | of Kiryat Atidim, Tel Aviv                |                    |
|             | (hereafter: the “**Company**”)  |                    |
|             |                                      |                    |
|             |                                      | **of the  First Part;** |
|             |                                      |                    |
| **and  between** |
|             |                                      |                    |
|             | **Mr. Shachar Efal**                      |                    |
|             | **i.d. number 59256255**                  |                    |
|             | **of 6 Alomot St., Ramat Efal**           |                    |
|             | (hereafter: the “**Employee**”) |                    |
|             |                                      |                    |
|             |                                      | **of the  Other Part;** |

 
| **AND WHEREAS:** |   | The Employee is already employed by the Company and the Company is interested  in anchoring the terms of the Employee’s employment in this deed, all being  subject to that stated below in this Agreement; |
|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                             |
| **AND WHEREAS:** |   | It is the wish of the Parties to determine their rights and  obligations in this Agreement, all as will be specified below in the  provision of this Agreement;                                                  |

** **

**It is therefore declared,stipulated and agreed between the Parties as follows:**

 

**1.****                                     ****The Preamble**

 

The Preamble to this Agreement constitutes aninseparable part hereof.

 

**2.****                                     ****Interpretation**

 

The headings to the clauses are solely for purposesof convenience and should not be used for purposes of interpretation and/orexplanation of this Agreement.

 

**3.****                                     ****The Nature of the Agreement**

 

This is a personal and special Agreement and itregulates exclusively and exhaustively the relations between the Company andthe Employee regarding all the terms of the Employee’s hire and therefore therights and obligations of the Employee in relation to the Company as based inthe employer - employee relationship will be in accordance with this Agreement.

 

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**4.****                                     ****The Period of the Agreement**

 

4.1                                 The Employee will continue to be employed bythe Company for a period of three years subject to that stated below. TheParties may extend this period by consent.

 

4.2                                 Either of the Parties may bring thisAgreement to an early end before the end of the period of the Agreement, oncondition that such Party gives the other notice in writing of its wish to doso at least ninety days in advance.

 

**5.****                                     ****The Office**

 

The Employee will be hiredby the Company in the position of Group President.

 

**6.****                                     ****Obligations pertaining tothe Position**

 

The Employee will fulfillhis office professionally, with dedication, faithfully and with integrity.

 

**7.****                                     ****The Extent of the Position**

 

7.1                                 The Employee will be employed in a full-timeposition.

 

7.2                                 The Employee undertakes to work hours asrequired for his office despite the transition to the customary work hours andcustomary days of work and the Employee declares in connection thereto that heis aware that the office is counted as one of the offices that require aspecial degree of personal confidence as stated in Section 30 (a) (5) ofthe Hours of Work and Rest Law, 5711 - 1951- and do not permit supervision ofhours of his work and that therefore the provisions of the said Law will notapply to him.

 

**8.****                                     ****The Salary**

 

8.1                                 The Company will pay the Employee a monthlysalary in the amount of 56,000 NIS (hereafter: the “**Basic Wage**”).

 

8.2                                 The Basic Wage will be revised in full at therate of increase of the Consumer Price Index when price increments are paid inthe economy. The base index is the index for the month of January 2001 aspublished on February 15, 2001. The above revision includes all the priceincrements as may be paid from time to time to all wage earners in the economyas well as any national and/or works supplements and the Employee hereby waivesany such supplement as aforesaid.

 

8.3                                 A wage revision discussion will be conductedin January 2002 between the Employee and the CEO of the Ness TechnologiesGroup Inc. (the Group”). A wage revision discussion will be conducted everyyear thereafter in the month of April. The fact that the wage revisiondiscussion is held does not obligate the Company to raise the Employee’ssalary.

 

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8.3                                 Income tax, national insurance and any othertax, levy or compulsory payment that is due in law, that may be applicable fromtime to time will be deducted from the Basic Wage in relation to the paymentmade by the Company to the Employee on the Employee’s behalf.

 

8.4                                 The Basic Wage will be paid to the Employeeup until and no later than the ninth day of every calendar month, for workcarried out by the Employee in respect of the preceding month.

 

8.5                                 It is made clear that the last salary of theEmployee will be considered the last Basic Wage that was paid to him, for allintents and purposes, excluding any ancillary payments or bonus (hereafter: the“**Last Salary**”).

 

**9.****                                     ****Bonus**

 

9.1                                 The Employee will be eligible for an annualbonus as determined in the Company bonus plan and as agreed between theEmployee and the CEO of the Ness Group. In any case, the minimum annual bonuswill be no less than 150% of the Basic Wage.

 

9.2                                 The bonus will be paid gross to the Employeeand the Company will deduct from it all the deductions required in law includingincome tax, national insurance and other compulsory payments.

 

**10.****                              ****Directors’ Insurance andBenefits**

 

10.1                           From the date of commencement of employmentand as long as the Employee is employed by the Company, the Company will makepayments to a pension fund as meant by Section 47 of the Income Tax (NewVersion) Ordinance within the context of a directors’ insurance policy(hereafter: the “**Policy**”) thatwill be effected with an agent and the insurance company selected by theEmployee (hereafter: the “**Insurer**”).

 

10.2                           The contributions that the Company will makefor the Employee within the framework of the Policy are as specified below:

 

10.2.1                  An amount that is the equivalent of 8.333% ofthe Employee’s Basic Wage, that will serve to cover severance pay that willbecome due to the Employee or his survivors.

 

10.2.2                  An amount that is the equivalent of 5% of theEmployee’s Basic Wage that will serve as a financial benefit in favor of theEmployee or his survivors.

 

10.3                           The Employee will make a contribution at hisown expense in an amount that is the equivalent of 5% of the Employee’s BasicWage as a financial benefit for the Employee or his survivors.

 

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10.4                           In addition, the Company will make acontribution that is the equivalent of 2.5% of the Basic Wage for a loss ofwork ability component.

 

10.5                           The Employee will bear the tax expenses forthe contributions in excess of the limit permitted by the Income Tax. In orderto remove any doubt, it is made clear that the payments for directors’insurance are at the expense of severance pay.

 

10.6                           On termination of the Employee’s employmentfor whatever the reason (whether at the initiative of the Company or at theinitiative of the Employee) the Employee or his survivors will be entitled toreceive title to all the monies and rights that have accrued and/or werecreated in the Policy and title to the Policy will be transferred to the nameof the Employee and the Company will instruct the Insurer to act accordinglyand will, on termination of the Agreement, immediately sign any document thatmay be required for the implementation of the aforesaid.

 

11.                                 **Contributions to a StudyFund**

 

The Company will make, at its own expense,contributions on behalf of the Employee to a study fund in the name of theEmployee, at a rate that is the equivalent of 7.5 percent of the Basic Wage andthe Employee will, at his own expense, make contributions for this purpose at arate that is the equivalent of 2.5% of the Basic Wage. Amounts that are inexcess of the limit recognized for tax purposes will be added to the grosssalary of the Employee and in no case will be a part of his Basic Wage,

 

12.                                 **Car Expenses**

 

12.1                           The Company will make available to theEmployee an executive car with a 2000 c.c. engine or bigger (hereafter: the “**Car**”).

 

12.2                           The Company will bear all the fixed andrunning expenses that are involved in the Car, all subject to the provisions ofthe relevant law.

 

12.3                           The Company will gross up the equivalent ofmaking the Car available and use thereof in the Employee’s salary, all inaccordance with the provisions of the relevant law.

 

13.                                 **Cellular Telephone**

 

13.1                           The Company will make a cellular telephoneavailable to the Employee (hereafter: the “**CellularTelephone**”).

 

13.2                           The Company will bear all the fixed andrunning expenses that are involved in the Cellular Telephone all subject to theprovisions of the relevant law.

 

13.3                           If needed, the Company will gross up theequivalent of making the Cellular Telephone available and use thereof in theEmployee’s salary, all in accordance with the provisions of the relevant law.

 

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14.                                 **Annual Vacation**

 

14.1                           The Employee will be entitled to a paidannual vacation at the rate of 24 days for each year of his employment.

 

14.2                           The vacation days may be accumulated as theEmployee chooses in accordance with and subject to the provisions of therelevant law.

 

14.3                           On termination of the Employee’s employmentwith the Company, the Company will pay him vacation redemption for the days ofvacation that have accrued and that were not utilized.

 

15.                                 **Sick Pay**

 

The Employee will be entitled to receive sick pay inaccordance with the provisions of the Sick Pay Law 5636 - 1976 and according toany provisions of law that apply in the matter at the relevant time.

 

This right may not be redeemed and may be used ineffect only in the instance of sickness.

 

16.                                 **Convalescence Pay**

 

The Employee will be entitled to convalescent pay inaccordance with the relevant provisions of law.

 

17.                                 **Payments and Bonuses in theEvent of a Termination of Employment**

 

17.1                           In the event that the employment of theEmployee is terminated at the initiative of the Company or at the initiative ofthe Employee other than in the event of dismissal on justified grounds, theCompany will be obligated to give the Employee - without derogating from ayother right and/or relief and/or considerations that may be due to him on thebasis of this Agreement and/or on the basis of the provisions of any lawwhatsoever - adjustment pay in the amount of a monthly Basic Wage and the otherancillary expenses, Car, Cellular Telephone, social benefits, etc. for a periodof six months from the end of the period of early notice. The period ofadjustment will not be considered as the period of employment and will notconfer on the Employee rights such as vacation and continuity for the purposeof severance pay. Despite the aforesaid, if the Employee terminated hisemployment on his own initiative, the Company may demand that he continue inoffice until such date as it may specify providing it is no later than the endof the period of adjustment and in such case, the Employee will enjoy the fullrights of an employee (such as vacation, the right to compensation, etc.).

 

17.2                           The amounts indicated above are gross and theCompany will deduct from them the amounts required in law.

 

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18.                                 **Jurisdiction**

 

18.1                           The laws of the State of Israel will apply tothis Agreement, its performance and any other matter that concerns thisAgreement and exclusive jurisdiction between the Parties to this Agreement willbe vested in the Tel Aviv - Jaffa District Labor Court.

 

18.2                           The aforesaid in this clause does not confermaterial jurisdiction on the Labor Court over and above the materialjurisdiction attributed to it in law.

 

19.                                 **Absence of Waiver**

 

An action and/or conduct of matters in a manner thatdiffers from the provision of this Agreement or the exercise of any rightwhatsoever, whether in general or on the due date or grant of an extension orfailure to institute a process or the lack of any action by either of the Parties,shall not be deemed a waiver of either of the Parties by virtue of thisAgreement and/or in law.

 

20.                                 **Exhaustive Agreement**

 

This Agreement includes and exhausts in full allthat agreed between the Parties and any prior representation, negotiations,undertaking, act, statement, document, arrangement, accord or authorizationthat was made between the Parties is hereby nullified and all such are invalid.

 

21.                                 **Alteration of the Agreement**

 

Any alteration and/or addition and/or amendment tothis Agreement will be made in writing and signed by the Parties and if not,they shall be invalid.

 

22.                                 **Notices**

 

22.1                           Any notice that is sent between the Partiesin accordance with this Agreement will be given in writing unless otherwisepreviously agreed in writing.

 

22.2                           A notice that is sent by mail to theaddresses of the Parties as indicated in the Preamble to this Agreement will bedeemed to have reached its destination within 3 days of the date on which itwas delivered for dispatch by registered mail in Israel, and if delivered byhand, at the time of its delivery.

 

**And inwitness whereof, the Parties have set their hands:**

 

 
| **NESS  I.N.G. LTD** | ** ** | ** **        |
|----------------------|------------|-------------------|
| ** **           | ** ** | ** **        |
| /s/ KOBI SAAD        |       | /s/ SHACHAR EFAL  |   |
| **Kobi Saad**        | ** ** | **Shachar  Efal** | ** ** |
| Finance Manager      |       |              |
| ** **           | ** ** | ** **        |
| /s/ RAVIV ZOLLER     |       |              |
| **Raviv  Zoller**    | ** ** | ** **        |
| Director             |       |              |

 
| Stamp: Ness I.N.G. LTD. |   |
|-------------------------|--------|
| Kiryat Atidim           |   |
| Building 1              |   |
| Tel Aviv 61580          |   |
|                    |   |

 

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