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