X0303 4 2010-03-11 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) 6.2800 2010-03-11 4 A 0 200000 0 A 2017-03-11 Common Stock, $.01 par value per share 200000 200000 D Actual exercise price per share is 23.42 Israeli New Shekels, which was exchangeable for approximately $6.28 as of the grant date. 100,000 of these options will vest and become exercisable in three equal installments on each of March 11, 2011, March 11, 2012 and March 11, 2013. The other 100,000 of these options will vest in three equal installments on each of March 11, 2011, March 11, 2012 and March 11, 2013, but will only become exercisable if the closing price of the Company's common stock is $10.00 or more for at least 10 consecutive business days on or before March 11, 2013. If the closing price of the Company's common stock is not $10.00 or more for at least 10 consecutive business days on or before March 11, 2013, those 100,000 options will be forfeited on March 11, 2013. By: /s/ Ilan Rotem - Attorney in Fact 2010-03-15