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Exhibit 10.18
SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (the "Agreement") is
entered into as of the 12 day of March, 2007, by and between
Raviv Zoller ("Executive") and Ness Technologies, Inc. (the
"Company").
WHEREAS , Executive entered into an amended and restated
employment agreement with the Company, dated as of August 13, 2001,
which was subsequently amended effective as of January 1, 2004 and
January 1, 2006 (collectively, the "Employment Agreement"); and
WHEREAS , Executive voluntarily decided to terminate his
employment and resign from his positions as the President and Chief
Executive Officer of the Company, effective as of March 16, 2007;
and
WHEREAS , Executive agreed to remain a member of the
Company’s Board of Directors at least until the 2007 annual
meeting;
WHEREAS , Executive is entitled to certain severance
benefits under the Employment Agreement, and the Company agreed to
continue and pay Executive for certain consulting services to be
provided by Executive to the Company;
NOW, THEREFORE , in consideration of the mutual covenants
and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereby
agree as follows:
1.
Separation Date .
(a)
Executive acknowledges that his last day of employment as the
President and Chief Executive Officer of the Company shall be March
16, 2007 (the "Separation Date"). The Company agrees to pay
Executive in accordance with the Company’s expense
reimbursement policy and procedures that represents full and
complete reimbursement for any and all expenses incurred by
Executive through the Separation Date. Executive agrees to
fully cooperate, to the extent reasonably necessary, in executing
any documentation as may be necessary to facilitate a smooth
transition of Executive’s duties and responsibilities to
other Company executives.
(b)
Executive shall continue to serve as a member of the
Company’s Board of Directors at least until the 2007 annual
meeting of the shareholders, unless otherwise agreed in writing.
The Company will release Executive from his positions in the
Company’s subsidiaries within 14 days of the Separation Date,
and Executive will sign any requested resignation letters in
respect thereof.
2.
Consulting Services . As of March 16, 2007 and until
September 15, 2007, Executive will be available to provide
consulting services to the Company, as shall be mutually agreed
upon by the Company’s Chairman and Executive, at such times
as Executive shall determine. It is agreed that if Executive is
asked to assist the Company with any mergers and acquisitions
transactions, the parties will agree on separate consideration.
3.
Severance . The Company agrees to continue paying
Executive 100% of Executive’s current base salary and
benefits (i.e., company car and mobile phone, Managers Insurance
Policy, Disability Insurance, Advanced Study Fund, vacation days,
including accumulated and unused vacation and m
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