X0303 4 2008-12-08 0 0001089638 NESS TECHNOLOGIES INC (NSTC) 0001393607 Segev Ofer NESS TOWER ATIDIM HIGH-TECH INDUSTRIAL PARK, BLDG 4 TEL AVIV 61580 ISRAEL 0 1 0 0 Executive VP and CFO Option (right to buy) 4.53 2008-12-08 4 A 0 82500 0 A 2015-12-08 Common Stock, $.01 par value per share 82500 82500 D Restricted Stock Unit 2008-12-08 4 A 0 27500 0 A Common Stock, $.01 par value per share 27500 27500 D These options shall vest and become exercisable with respect to 50% of the underlying shares on December 8, 2010, with respect to an additional 25% of the underlying shares on December 8, 2011 and with respect to the remaining 25% of the underlying shares on December 8, 2012. Each Restricted Stock Unit represents a contingent right to receive one share of common stock of Ness Technologies, Inc. The Restricted Stock Units vest as follows: 50% vest on December 8, 2010, an additional 25% vest on December 8, 2011 and the remaining 25% vest on December 8, 2012. By: /s/ Ilan Rotem - Attorney in Fact 2008-12-10