Employment Agreement dated June 26, 2003



 Exhibit 10.45 
  
 To: Eli Fogel 
  
 Re: Your Employment at DSP Ltd 
  
 We are pleased to offer you a position at DSP Ltd (hereinafter: “the Company”) in accordance with the following Employment Terms: 
  

	1.	Job Description 

  
 Your position at the Company will be Senior V.P & C.T.O. 
  

	2.	Employment Terms 

  

	 	a.	Salary 

  

	 	1.	In consideration for your work at the Company, the Company will pay you the gross sum of NIS 55,000 (fifty five thousand) per month (hereinafter: “the Salary”).


  

	 	2.	The Company will duly withhold tax from your salary, pursuant to the Income Tax Regulations, as well as health tax and National Insurance Institute payments.


  

	 	b.	Directors Insurance 

  

	 	1.	The Company will allocate amounts from your salary for the pension fund or provident fund or Directors Insurance, at your discretion, as specified in Section 2a1 above, according to
the following details: 

  
 8.33% of the salary on
account of severance pay – at the Company’s expense 
  
 5% of the salary on account of benefits – at the Company’s expense 
  
 5% of the salary on account of benefits – at your expense 
  
 Disability Income Insurance – up to 2.5% at the Company’s expense 
  

	 	2.	The company’s allocations for Directors Insurance as stated in sub-section “a” above are in lieu of every other obligation to remit severance pay/pension fund
allocations, etc. 

  

	 	3.	Your agreement to Section “a” exempts the Company from having to obtain the Labor Minister’s approval according to Section 14 of the Severance Pay Law, but should the
need to obtain such permission arise, your signature on this Agreement will empower the Company to act on your behalf in order to obtain said permission. 









	 	4.	If, in the future, the Company is required by law and/or expansion order applicable to the entire economy to allocate sums for an arrangement or comprehensive pension fund, this
allocation will be intended for the fund or the applicable new arrangement, in lieu of the arrangement in this Agreement, and the Company will not be able to withdraw sums on account of the deposits made into the previous arrangement, but rather
subject to the regulations of the fund and/or other appropriate fund. 

  

	 	c.	In-service Training Fund 

  
 During your period of employment at the Company, it will allocate sums to a professional development fund. These allocations will be calculated at the
rate of 7.5% of your salary on the Company’s account and 2.5% of the salary on the employee’s account, without any ceiling. 
  

	 	d.	Vehicle 

  

	 	2.	The Company will provide you with a company vehicle (hereinafter: “the Vehicle”) as of the date of your employment. 

  

	 	3.	The Company will pay all the Vehicle expenses except the car use value fee, which will be deducted from your monthly salary. 

  

	 	e.	Annual Vacation 

  

	 	4.	During your employment period, you will be entitled to an annual vacation of 23 (twenty-three days). You will coordinate the time of your departure for said vacation with your
superior. 

  

	 	5.	Accumulation of vacation days for a duration exceeding the total vacation days due for two contractual years will not be allowed. 

  

	 	f.	Sickness 

  

	 	6.	You are entitled to 30 (thirty) days’ sick leave per year, with the possibility of accumulating 3 (three) years’ sick leave, i.e. 90 (ninety) days.


  

	 	7.	Payment for sick leave will be remitted from the first day against submission of a doctor’s note. 

  

	 	8.	Accumulated sick leave may not be redeemed for cash. 

  

	 	g.	Reserve Duty 

  

	 	9.	Before taking time off for reserve duty, you must notify the Company upon receipt of your reserve duty order. 

  

	 	10.	The salary for the reserve duty period will be paid to you in full, as stated above in this Agreement, subject to submission of an appropriate document verifying your active reserve
duty. 









	 	h.	Your Eligibility for the Company’s Employee Option Plan 

  
 The company’s management will recommend that the DSP Group’s Board of Directors grant you options to acquire 120,000 DSP Group shares, subject
to the terms of the DSP employee stock/option plan. 
  
 In order
to dispel any manner of doubt, it is hereby clarified that, in any case, approval to grant the aforementioned options is subject to approval by the Company’s Board of Directors, as specified in the Company Procedures. 
  

	 	i.	Bonus 

  
 It is customary to allocate bonuses to some Company employees. When management-level discussions are held, your eligibility to receive a bonus will also
be considered. 
  

	3.	The Contractual Period and its Termination 

  

	 	a.	This Agreement is valid as of the day it is signed by the parties to it. The contractual arrangement is for a period that is undetermined in advance. The beginning date of your
employment at the Company has hereby been determined as July 1st, 2003. Initially, you will work in the Company part-time (50%); you will switch to full-time work as soon as possible within the first 90 days of your employment in the Company.


  

	 	b.	Each party will be entitled to terminate the contractual arrangement by informing the other party in writing 2 (two) months in advance. The Company reserves the right to refrain
from exploiting the notification period and/or from terminating your employment immediately. In this case, you will be paid an early notification fee equal to your salary for the aforesaid period, based on your last known salary.


  

	 	c.	The Company will be entitled to terminate your employment without prior notification in the following cases: 

  

	 	d.	You have committed a work-related criminal offense and/or an infamous offense. 

  

	 	e.	You have violated your duty of fidelity to the Company and/or committed an act constituting a conflict of interest. 

  

	 	f.	You have violated your obligation to maintain confidentiality and non-competition as specified below in this Agreement and its appendices. 

  

	 	g.	You have maliciously harmed the Company or caused it damage in consequence of an act of gross negligence. 









	4.	Transfer of Allocations and Severance Pay 

  
 If you are dismissed for a reason other than one of the reasons specified below, the Company will transfer to you all the allocations that you have
accumulated in your name in the Directors Insurance Policy and/or the fund (hereinafter: “the Allocations”). 
  
 The following is a list of the reasons that will negate the transfer of the allocations in your name: 
  

	 	a.	The Company has dismissed you under circumstances entitling it to legally dismiss you without severance pay. 

  

	 	b.	You have violated your fiduciary duty and/or non-competition obligation and/or duty of confidentiality toward the Company, under this Agreement, and without derogating from the
generality of the aforementioned – violation of the Confidentiality and Non-competition Agreement attached as Appendix A to this Agreement and which constitutes an integral part thereof. 

  

	 	c.	You have committed a criminal offense and/or infamous offense. 

  

	 	d.	You have stopped working at the Company without giving the required advance notification specified in Section 3b above. 

  

	 	e.	You have stopped working at the Company without transferring your job, as specified in Section 7 below. 

  
 It is hereby clarified that your transfer from the employment framework of the Company to that of a new company that is
established – if established as part of the Company – and your employment at such a company, will not constitute termination of your employment or your resignation and/or dismissal from the Company, for the purpose of transferring the
various allocations, including severance pay, yet without derogating from the generality of the aforementioned. 
  

	5.	Working Hours 

  

	 	a.	The customary working hours at the Company are 44 hours a week, and the customary weekdays are Sunday through Thursday. 

  

	 	b.	As your position is among those requiring a special degree of personal trust, as defined in the Working Hours and Rest Law, 5711 – 1951, you will not be subject to the
provisions of this law. From time to time, the requirements of your position will necessitate your working beyond the customary hours and on Fridays. In these cases, you will not be paid for overtime. 

  

	6.	The Duty of Fidelity and Avoidance of Conflicts of Interest 

  

	 	a.	You hereby undertake to carry out your job with dedication and fidelity; to use all your skills, knowledge and experience for the Company’s benefit and advancement, at the
highest, most efficient level and as the Company sees fit. In addition, you hereby undertake to act according to the Company’s instructions regarding everything related to the work performance, work arrangements, discipline and conduct put into
effect from time to time. 









	 	b.	Once you begin working full time for the Company specified in Section 3a above, i.e. beginning on July 1st, 2003, you will not work at any other job and/or occupation as a salaried
employee and/or consultant and/or self-employed individual be it directly and/or indirectly, unless you have the Company’s advance written approval to do so. In any case, you will not work in any capacity if said job conflicts with the
Company’s interests. 

  

	 	c.	Throughout the Agreement Period, you will not receive any payment or other benefit from any third party, be it directly or indirectly related to your job. It is hereby clarified
that a violation of this provision constitutes a violation of a fundamental condition of this Agreement, and, in addition, the aforesaid sum or benefit received by you will belong to the Company, which will be entitled to deduct the said sum or the
value of the benefit from all the sums due you from the Company. 

  

	 	d.	You will not carry out any action that constitutes harm to your fidelity to the Company and/or is liable to place you in a position of conflict of interest vis-à-vis the
Company. You hereby undertake to immediately inform the Company of any matter or issue in which you have a personal stake and/or any other action that is liable to place you in the aforesaid position. 

  

	 	e.	Commencement of your employment pursuant to this Agreement is conditional upon your signature on the Confidentiality and non-Competition Agreement attached to this Agreement as
Appendix A, and constitutes an integral part thereof. 

  

	 	f.	You hereby undertake to inform the Company’s CEO of any business opportunity related in any way to the information specified in Appendix A. You undertake to refrain from
designating yourself or any other person for such an opportunity, be it directly or indirectly, unless the CEO has given his advance written approval for same. 

  

	7.	Transferring the Position 

  
 In the case of termination of your job, and/or expiration of this Agreement for any reason whatsoever, you undertake to transfer your position – and
without derogating from the generality of the aforesaid – and all the matters you handle and/or any information whatsoever in your possession and which relates in any way to your job at the Company. Said transfer will be performed in an orderly
and full manner, and include disclosure of any important detail regarding the Company’s dealings. You further undertake to transfer to the Company all the documents, information, material, equipment, and the like, which you have received and/or
prepared in relation to your job at the Company, up to termination of your job at the Company; said transfer will be performed in an orderly and full manner. 








	8.	Declaration of Confidentiality 

  
 You undertake to maintain confidentiality, both during and after your employment at the Company, as specified in the Pledge to Maintain Confidentiality
attached to this Agreement as Appendix A, which constitutes an integral part thereof. 
  

	9.	Patents, Inventions and Trade Secrets 

  

	 	a.	The copyrights on any invention and/or patent and/or trade secret and/or professional secret and/or innovation whatsoever conceived by you and/or by any of the Company’s
employees subordinate to you during your Period of Employment at the Company will be the sole property of the Company. 

  
 The Company will be entitled to protect an aforesaid invention and/or patent and/or trade secret by duly registering same or by performing any other
action, be it in Israel or anywhere else. 
  
 It is hereby
clarified that you will not be entitled to register the invention and/or patent and/or trade secret, or take any action related to them, except actions that are required for registration or exploitation of the aforementioned by or on behalf of the
Company. 
  

	 	b.	You undertake to inform the Company, in writing, of any invention and/or patent and/or trade secret conceived by you and/or by any of the Company’s employees subordinate to
you, once you become aware of same. 

  

	 	c.	The aforesaid in this section is supplementary to Appendix A of this Agreement. 

  
 On the occasion of signing this personal employment contract, we welcome you to the Company and wish you the utmost satisfaction from your
job. 
  
 We hope this will mark the beginning of many years of cooperation between
us for your own personal benefit as well as that of the Company. 
  
 Sincerely yours, 
 Leah Sadeh 
 VP Human Resources 
  
 I have read this letter carefully and hereby consent to its contents. 
  
 I know that the salary conditions I have been offered, and those that will prevail during my employment, are personal, and that this letter constitutes a personal, unique
employment contract that formalizes my relationship with the Company; therefore, I hereby confirm my knowledge of the fact that I will not be subject to the provisions of any other agreements, including collective-bargaining agreements, between the
Company and its employees as long as this Agreement is valid, and I hereby undertake to maintain the confidentiality of said conditions. 
  

			
		
	 /s/ Eli Fogel

	  	 June 26, 2003


	 Signature
	  	 Date

		
	
	  	 
	ID No.	  	 
	 	  	 
	Eli Fogel	  	 
	Name	  	 








 Appendix A to my Employment Agreement with DPS Ltd 
  
 Pledge of Confidentiality 
  

			
	 Whereas
	  	I hereby request to be employed at DPS Ltd (Private Company No. 511354722) (hereinafter: “the Company);
		
	 and whereas
	  	the Company has clarified to me the importance it attaches to the obligations specified in this document below, including everything related to the maintenance of confidentiality and
non-competition (hereinafter: “the Obligations”);
		
	 and whereas
	  	the Company has conditioned my employment at the Company on my pledge to fulfill them;
		
	 and whereas
	  	“company” for the matter of this obligation includes also the American parent company, D.S.P. Group, Inc. (hereinafter: “the American Company”), the subsidiaries of
Voice Com and Voice Pump, and the subsidiary of the American company, RF Sub, Inc.;
		
	 and whereas
	  	I know that the Company took said obligations into account when it determined my salary and eligibility for employee options (hereinafter; “the Employment Terms”)
		
	 and whereas
	  	I have given my full consent to the limitations stemming from the obligations, after having understood their meaning, examined their scope and weighed the consideration for
them;
		
	 and whereas
	  	the Employment Terms agreed to between myself and the Company constitute, from my viewpoint, proper consideration for the obligations;
		
	 and whereas
	  	I hereby take the obligations upon myself;
		
	 and whereas
	  	I hereby undertake to fulfill the obligations that I have assumed;
		
	 and whereas
	  	I know that, on the basis of the aforementioned, the Company has consented to employ me;

  
 therefore, I
hereby declare and undertake the following: 
  

	1.	The preamble to this document constitutes an integral part thereof. 

  

	2.	Confidentiality 

  

	 	2.1	 I hereby undertake to maintain full and total confidentiality regarding everything directly or indirectly related to the Company and its business, including
professional and/or commercial information related to the Company and/or its customers and/or bodies and people with whom the Company deals; inclusive of the aforesaid, I hereby undertake, both 











	 	 
regarding Israel and any other place outside of Israel, not to reveal or make available to others any information whatsoever related to same in any form
whatsoever, be it directly and/or indirectly, except information in the public domain (hereinafter: “the Confidential Information”), and not to use said Confidential Information for my own personal needs or for the purpose of deriving any
benefit for myself – or for others, be it during my employment period at the Company or during any other subsequent period, when the Confidential Information is passed or revealed to me in consequence of my employment or during my aforesaid
employment, be it by the Company, directly or indirectly, through hearing, sight or reading, including from third parties with whom the company deals, as well as when the Confidential Information is the product of an idea or self-development during
my employment period or in consequence of my aforesaid employment, except for the purpose of carrying out my job during my employment period at the Company. 


  
 In this Agreement – the Confidential Information, including technical and commercial know-how and data (whether written
or verbal), drafts, documents (reports, papers and records, assignation requests), descriptions, plans, software, hardware, trade secrets, including information related to the Company’s customers, suppliers and business partners and/or to the
Company’s production or marketing system or which concerns the relations of the Company and/or its associated companies, control, are controlled, or are potentially or actually affiliated with any third parties whatsoever, including customers,
suppliers, banking institutions, governmental institutions, and private, quasi-public or public entities of any type as well as any business, financial, commercial know-how, financial statements and balances before their publication, and any
internal information whatsoever that can affect the value of the Company’s shares, formulae, data, plans, patents, inventions, discoveries, innovations, improvements, research, methods of any kind, progress in scientific, technical, economic,
commercial or other developments, patent application letters, prototypes, samples, pictures, descriptions, blueprints, sketches, sun prints, booklets, models and specification documents, lists, documentation, source and object codes, tapes, discs
and other storage means, letters, records, record booklets, reports and flow charts, as well as information related to the Company’s current business and/or business that the Company is going to conduct (as it will develop and as is described
by the Company in its development plan booklet and business plans or in any other informational material on behalf of the Company) sales reports, short- and long-term policy covering Company-related, products, product features, marketing methods,
customer lists, price lists, discounts, supplier lists, business/commercial/financial contacts, economic calculations, including operating and product costs, and every other thing and matter that contains confidential information or which is liable
to serve as a source of confidential information, including any information of commercial, technical and non-technical value, written and unwritten, data, set of lists, models, specification documents, source and destination codes, processes,
algorithms, computer magnetic tape, discs and other storage means that are tantamount to intellectual property or confidential 








 
material of the Company or of any of its predecessors or of its associated companies, in whole or in part, and particularly including, without limitation,
computer hardware, computer programmer’s plans and applications, price matters marketing information, as well as inventions that are not limited according to the definition of an invention as it is stipulated in the applicable Israeli or US
patent laws, and each improvement or adaptation of the said information was planned, developed or obtained by me or for the Company, directly or indirectly, provided that it is not information and/or an available product that is in the public domain
or can be purchased freely from an independent third party, and everything in relation to any matter related to the Company’s business and/or customers or which stems therefrom or is related in any way whatsoever, provided that is not in the
public domain. 
  

	 	2.2	Without derogating from the generality of the aforesaid in Section 2.1 above, I hereby undertake not to reveal and/or transfer and/or sell – be it for consideration or not for
consideration – and/or to cause the exposure of the Confidential Information, directly or indirectly, and to take all the measures to maintain the confidentiality of the information and prevent said information from reaching any third party
whatsoever, person, body or corporation, other than my superiors at the Company or in accordance with their instructions for the purpose of fulfilling my duty as an employee of the Company. 

  

	 	2.3	I hereby undertake not to make any use of the information, in whole or in part, for my own needs or for other needs, directly or indirectly, other than for the purpose of performing
my tasks as an employee of the Company in accordance with the instructions given by my superiors, and not to make copies of the information in any manner whatsoever or in any form whatsoever, except in accordance with instructions given by the
Company or by anyone authorized to do so on its behalf. 

  

	 	2.4	I hereby undertake not to take any materials whatsoever that relate to information or products, or any equipment from the Company without obtaining the advance express written
consent of: (1) the Company’s president or CEO, or (2) a person who has been authorized to do so, in writing, by the Company’s president or CEO. 

  

	 	2.5	I know that my failure to safeguard any confidential information and/or my performance of an act construed as jeopardizing the security of the Confidential Information will, for the
matter of this document, be tantamount to passing on the Confidential Information without the Company’s consent, as stated above. 

  

	 	2.6	Without derogating from the statements above and below, I know that I do not, and will not, have any proprietary rights in the Confidential Information defined in this document.


  

	 	2.6.1	 I hereby undertake to inform the Company and/or those who come in its stead and/or its assignees of any inventions revealed 











	 	 
to me during my Employment Period at the Company and/or in consequence of my work at the Company, and are related to the Company’s business and/or to
the information, and I hereby assign every interest I have, or will have, in said inventions for the benefit of the Company and/or those who come in its stead and/or its assignees, without receiving any additional consideration for said assignation,
provided that I will not be required to bear any expenses whatsoever for the aforesaid assignation. 


  
 If I create an invention that is registered as a patent either during my Employment Period at the Company or in consequence of my work at the Company,
the Company will register my name on the patent documents as the inventor, provided that the Company is convinced beyond all doubt that the invention was indeed created by me, and that said registration does not constitute an infringement upon the
proprietary and/or other rights of the Company and/or those who come in its stead and/or its assignees, in said invention and/or patent specified above. 
  

	 	2.6.2	I hereby undertake that, as long as I am required to do so, including during the period following termination of my employment for any reason whatsoever, I will sign every document
that the Company deems necessary for the submission of an application for a patent or copyrights in accordance with the laws of Israel, the US and/or any foreign country in order to protect the Company’s interest in the aforesaid invention.


  

	 	2.6.3	I hereby declare that, apart from the contents of Section 2.6.4 below, I possess no interest in any patent or patent application whatsoever, and not even in material subject to the
copyrights, patents and patent applications currently belonging to me. 

  

	 	2.6.4	Existing patents and/or pending patent applications, and/or research activities at the stage of patent registration submission: 

  
 US 60/404,931, CELLULAR HOME BASE 
  

	 	2.7	I know that disclosure of the information and/or any part thereof to any third party whatsoever is liable to cause the Company severe damage, and I hereby undertake that I will not,
in any way, perform an action involving a transfer and/or sale of the information and/or the products developed by the Company and/or existing products and/or which have been developed either by myself, in cooperation with others – including
customers of the Company – or in cooperation with any third party whatsoever, to customers of the Company or to others. 









	 	2.8	I declare my understanding that the nature of the Company’s business is such that, by entering into contractual arrangements with third parties, it undertakes and/or is likely
to undertake confidentiality obligations that also apply to its employees, and non-fulfillment of the aforesaid obligations will constitute, among other things, a contract violation between the Company and the third party. I hereby undertake,
therefore, to fulfill all said obligations as stipulated between the Company and the third party, as stated above. 

  

	 	2.9	I hereby undertake not to directly or indirectly damage the Company’s reputation of and/or its status among its actual and potential customers. 

  
 I hereby undertake to safeguard the confidentiality of information related
to all the financial aspects of the Company’s activity, including relations with banking institutions and the customs and tax authorities, and the Company’s liabilities and rights vis-à-vis third parties. Furthermore, I will
safeguard the confidentiality of the information that comes into my hands and is related to entities such as the investment center, the Chief Scientist, the Company’s accountants and legal advisors, and the like. 
  

	 	2.10	In order to dispel any manner of doubt, it is hereby stressed that my obligations as stated above will be in effect both during my Employment Period at the Company and following
termination of my employment at the Company for any reason whatsoever, and will also obligate my legal representatives, without time limitations. 

  


	 	2.11	I hereby agree that each document I have prepared and/or information I have obtained for the purpose of performing my job at the Company and/or work during my Employment Period at
the Company is the Company’s property that will be transferred to the Company immediately following my employment as specified below. Furthermore, I hereby undertake to return to the Company all information – be it in written or any other
form – that is or will be in my possession at any time, and I will do so immediately following conclusion of my employment for any reason whatsoever, or immediately on demand by the Company at any time. 

  

	3.	I again hereby declare that I know that that the obligations in this document are especially important to the Company and constituted a precondition to my employment and were taken
into account when the Company determined the Employment Terms, and that I fully consented to the limitations stemming therefrom after having understood their meaning, examined their scope, and weighed the consideration for them; therefore, I know
that any violation of the obligations I have taken upon myself will grant the Company all the legal rights and remedies. 

  

			
		
	 June 26, 2003

 Date
	  	 /s/ Eli Fogel

 Employee’s Signature