Made on April 20, 2005
Ness Technologies Inc. (“the Company”)
Yaron Garmazi (“the Executive”)
WHEREAS – the Executive informed the Company that he desires to voluntarily leave his position; and
WHEREAS; the parties wish to define the various terms relating to the termination of the Executive’s
It is therefore agreed as follows:
1. The Executive will resign as Chief Financial Officer on May 20, 2005.
2. The Executive will continue to provide consulting services to the Company from time to time as
requested by the Company until September 20, 2005 (the “Termination Date”). The scope of the
services will be agreed between the parties.
3. The Executive will be entitled to his salary and benefits to which he is currently entitled (unless such
benefits are terminated for all Company executives) until Termination Date. On the Termination Date, the
Company will release to the Executive his mangers insurance policy (including any severance payment
components) and the advanced studies fund and will redeem all unused vacation days.
4. The Executive may continue to use the Company’s car, phone and laptop currently in his possession
until the earlier of the Termination Date or upon his employment by another entity.
5. The Executive will be entitled to a bonus of the NIS equivalent of 31,000 USD for 2004 and a bonus of
the NIS equivalent 44,000 USD for 2005.
6. Through and including 31/1/07, the Executive will be entitled to exercise any options granted to him that
shall be vested by the Termination Date. All unvested options shall terminate on the Termination Date.
7. The Company will obtain a directors and executive insurance policy substantially in the same terms as
the current policy that shall cover the Executive during the period commencing on the Termination Date