Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of Director

Effective December 1, 2008, the Board of Directors (the "Board") of Ness Technologies, Inc. (the "Company") elected Gabriel Eichler to the Board. Mr. Eichler's term will expire at the Company's 2009 annual meeting of stockholders or when his successor is duly elected and qualified. The Board has not yet determined the committees of the Board on which Mr. Eichler will serve.

There are no arrangements or understandings between Mr. Eichler and any other person concerning his election to the Board.

As an independent director, Mr. Eichler will be granted options to purchase 15,000 shares of the common stock of the Company pursuant to the Company's Amended and Restated 2007 Incentive Plan. The options, unless terminated earlier, will vest and be first exercisable according to the following vesting schedule: 50% of the options on or after December 8, 2010, an additional 25% of the options on or after December 8, 2011 and the remaining 25% of the options on or after December 8, 2012.

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