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
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
(b) Executive sh