Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 4.1    
  


 
 

DSP GROUP, INC.
  
    1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN
  
    (amended and restated on July 18, 2001)    
  


    1.  Purposes of the Plan.  The purposes of this Non-Officer Employee Stock Option Plan are to
attract and retain the best available personnel, to provide additional incentive to Employees (excluding Officers) and to promote the success of the Company's business. 



    2.  Definitions.  As used herein, the following definitions shall apply: 



    (a) "Administrator" means the Board or any of the Committees appointed to administer the Plan. 


    (b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in
Rule 12b-2 promulgated under the Exchange Act. 


    (c) "Applicable Laws" means the legal requirements relating to the administration of stock option plans, if any, under
applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign
jurisdiction applicable to Awards granted to residents therein. 


    (d) "Award" means the grant of an Non-Qualified Stock Option or other right or benefit under the Plan. 


    (e) "Award Agreement" means the written agreement evidencing the grant of an Award executed by the Company and the
Grantee, including any amendments thereto. 


    (f)  "Board" means the Board of Directors of the Company. 


    (g) "Change in Control" means a change in ownership or control of the Company effected through either of the following
transactions: 



     (i) the
direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee
benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of
Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to a
tender or exchange offer made directly to the Company's stockholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such stockholders
accept, or 


    (ii) a
change in the composition of the Board over a period of twenty-four (24) months or less such that a majority of the Board members (rounded up
to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors. 




    (h) "Code" means the Internal Revenue Code of 1986, as amended. 


    (i)  "Committee" means any committee appointed by the Board to administer the Plan. 


    (j)  "Common Stock" means the common stock of the Company. 


    (k) "Company" means DSP Group, Inc., a Delaware corporation. 



1





 


    (l)  "Consultant" means any person (other than an Employee or, solely with respect to rendering services in such
person's capacity as a Director) who is engaged by the Company, Corage, Inc. or any Related Entity to render consulting or advisory services to the Company, Corage, Inc. or such Related
Entity. 


    (m) "Continuing Directors" means members of the Board who either (i) have been Board members continuously for a
period of at least twenty-four (24) months or (ii) have been Board members for less than twenty-four (24) months and were elected or nominated for election
as Board members by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board. 


    (n) "Continuous Service" means that the provision of services to the Company, Corage, Inc. or a Related Entity in
any capacity of Employee, Director or Consultant, is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence,
(ii) transfers between locations of the Company or among the Company, Corage, Inc., any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or
(iii) any change in status as long as the individual remains in the service of the Company, Corage, Inc. or a Related Entity in any capacity of Employee, Director or Consultant (except
as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. 


    (o) "Corporate Transaction" means any of the following transactions: 



     (i) a
merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which
the Company is incorporated; 


    (ii) the
sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary
corporations) in connection with the complete liquidation or dissolution of the Company; 


    (iii) any
reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or 


    (iv) an
acquisition by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities
(whether or not in a transaction also constituting
a Change in Control), but excluding any such transaction that the Administrator determines shall not be a Corporate Transaction. 




    (p) "Director" means a member of the Board or the board of directors of Corage, Inc. or any Related Entity. 


    (q) "Disability" means that a Grantee would qualify for benefit payments under the long-term disability
policy of the Company, Corage, Inc. or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. 



    (r) "Employee" means any person who is an employee of the Company, Corage, Inc. or any Related Entity. The
payment of a director's fee by the Company, Corage, Inc. or a Related Entity shall not be sufficient to constitute "employment" by the Company. 


    (s) "Exchange Act" means the Securities Exchange Act of 1934, as amended. 



2





 


    (t)  "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



     (i) Where
there exists a public market for the Common Stock, the Fair Market Value shall be (A) the closing price for a Share on the date of the determination
(or, if no closing price was reported on that date, on the last trading date on which a closing price was reported) on the stock exchange determined by the Administrator to be the primary market for
the Common Stock or the Nasdaq National Market, whichever is applicable or (B) if the Common Stock is not traded on any such exchange or national market system, the average of the closing bid
and asked prices of a Share on the Nasdaq Small Cap Market on the date of the determination (or, if no such prices were reported on that date, on the last date on which such prices were reported), in
each case, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 


    (ii) In
the absence of an established market for the Common Stock of the type described in (i), above, the Fair Market Value thereof shall be determined by the
Administrator in good faith. 




    (u) "Grantee" means an Employee who receives an Award pursuant to an Award Agreement under the Plan. 



    (v) "Non-Qualified Stock Option" means an Option not intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code. 


    (w) "Officer" means a person who is an officer of the Company or a Related Entity within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 


    (x) "Option" means an option to purchase Shares pursuant to an Award Agreement granted under the Plan. 



    (y) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the
Code. 


    (z) "Plan" means this 1998 Non-Officer Employee Stock Option Plan. 


    (aa) "Related Entity" means any Parent or Subsidiary of the Company or Corage, Inc. and any business,
corporation, partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company or Corage, Inc. holds a substantial ownership interest,
directly or indirectly. 


    (bb) "Related Entity Disposition" means the sale, distribution or other disposition by the Company, Corage, Inc.
or a Parent or a Subsidiary of either company of all or substantially all of the interests of the Company, Corage, Inc. or a Parent or a Subsidiary of either company in any Related Entity
effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related
Entity Disposition to the Company, Corage, Inc. or a Parent or a Subsidiary of either company. 


    (cc) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor thereto. 


    (dd) "Share" means a share of the Common Stock. 


    (ee) "Spin-off Transaction" means a distribution by the Company to its stockholders of all or any portion of
the securities of any Subsidiary of the Company. 


    (ff) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code. 



3





 

    3.  Stock Subject to the Plan.  



    (a) Subject
to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is 4,600,000 Shares. The
Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock. 



    (b) Any
Shares covered by an Award (or portion of an Award) which is forfeited or canceled, expires or is settled in cash, shall be deemed not to have been issued for
purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. If any unissued Shares are retained by the Company upon exercise of an Award in order to satisfy the
exercise price for such Award or any withholding taxes due with respect to such Award, such retained Shares subject to such Award shall become available for future issuance under the Plan (unless the
Plan has terminated). Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan,
except that if unvested Shares are forfeited, or repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. 




    4.  Administration of the Plan.  



    (a) Plan Administrator.



     (i) Administration. The Plan shall be administered by (A) the Board or (B) a Committee designated by the
Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. The Board may authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time to time. 


    (ii) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this
subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws. 




    (b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers
given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion: 



     (i) to
select the Employees to whom Awards may be granted from time to time hereunder; 


    (ii) to
determine whether and to what extent Awards are granted hereunder; 


    (iii) to
determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder; 


    (iv) to
approve forms of Award Agreements for use under the Plan; 


    (v) to
determine the terms and conditions of any Award granted hereunder; 


    (vi) to
amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee's rights under an
outstanding Award shall not be made without the Grantee's written consent; 


   (vii) to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan, including without limitation, any notice of Award or Award Agreement,
granted pursuant to the Plan; 



   (viii) to
establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to afford Grantees
favorable treatment 




4





 



under such laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions
of the Plan; and 


    (ix) to
take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate. 




    (c) Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be
conclusive and binding on all persons. 




    5.  Eligibility. Awards may be granted to Employees, excluding Officers. An Employee who has been granted an Award may,
if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees (excluding Officers) who are residing in foreign jurisdictions as the Administrator may determine from time
to time. 


    6.  Terms and Conditions of Awards.  



    (a) Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and
conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of,
or combination of, increase in share price, earnings per share, total stockholder return, return on equity, return on assets, return on investment, net operating income, cash flow, revenue, economic
value added, personal management objectives, or other measure of performance selected by the Administrator. Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Award Agreement. 


    (b) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or
substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an additional
interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction. 


    (c) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected
Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee
to payment or receipt of Shares or other consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for
the administration of any such deferral program. 


    (d) Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of
issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time. 


    (e) Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time
while in Continuous Service to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in
favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate. 


    (f)  Term of Award. The term of each Award shall be the term stated in the Award Agreement. 



5





 


    (g) Transferability of Awards. Awards shall be transferable to the extent provided in the Award Agreement. 



    (h) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator
makes the determination to grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination shall be given to each Employee to whom an Award is so granted
within a reasonable time after the date of such grant. 




    7.  Award Exercise or Purchase Price, Consideration, and Taxes.  



    (a) Exercise or Purchase Price. The exercise price for an Award shall be determined by the Administrator. 



    (b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise of
an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to
accept as consideration for Shares issued under the Plan the following, provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law: 



     (i) cash;



    (ii) check; 


    (iii) delivery
of Grantee's promissory note with such recourse, interest, security, and redemption provisions as the Administrator determines as appropriate; 


    (iv) surrender
of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require (including withholding of Shares
otherwise deliverable upon exercise of the Award) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award
shall be exercised (but only to the extent that such exercise of the Award would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price unless
otherwise determined by the Administrator); 


    (v) with
respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale transaction; or 


    (vi) any
combination of the foregoing methods of payment. 




    (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person
has made arrangements acceptable to the Administrator for the satisfaction of any foreign, federal, state, or local income and employment tax withholding obligations, including, without limitation,
obligations incident to the receipt of Shares. Upon exercise of an Award, the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations. 




    8.  Exercise of Award.  



    (a) Procedure for Exercise; Rights as a Stockholder.



6





 


     (i) Any
Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and
specified in the Award Agreement. 


    (ii) An
Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person
entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure
to pay the purchase price as provided in Section 7(b)(v). Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares subject to an Award,
notwithstanding the exercise of an Option or other Award. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Award. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in the Award Agreement or Section 10, below. 




    (b) Exercise of Award Following Termination of Continuous Service.



     (i) An
Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be exercised following the termination of a
Grantee's Continuous Service only to the extent provided in the Award Agreement. 


    (ii) Where
the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee's Continuous Service for a specified period, the Award
shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 




    (c) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Award
previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Grantee at the time that such offer is made. 




    9.  Conditions Upon Issuance of Shares.  



    (a) Shares
shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto
shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 


    (b) As
a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that
the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required
by any Applicable Laws. 




    10.  Adjustments Upon Changes in Capitalization.  Subject to any required action by the stockholders of
the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require adjustment shall be
proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of
the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in
its discretion, any 


7





 


other transaction with respect to Common Stock to which Section 424(a) of the Code applies; provided, however that conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator
determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with
respect to, the number or price of Shares subject to an Award. In the event of a Spin-off Transaction, the Administrator may in its discretion make such adjustments and take such other
action as it deems appropriate with respect to outstanding Awards under the Plan, including but not limited to adjustments to the number and kind of shares, the price per share and the vesting periods
of outstanding Awards or the substitution, exchange or grant of Awards to purchase securities of the Subsidiary; provided that the Administrator shall not be obligated to make any such adjustments or
take any such action hereunder. 


    11.  Corporate Transactions/Changes in Control/Related Entity Dispositions.  The Administrator shall have
the authority, exercisable either in advance of any actual or anticipated Corporate Transaction, Change in Control or Related Entity Disposition or at the time of an actual Corporate Transaction,
Change in Control or Related Entity Disposition and exercisable at the time of the grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full automatic
vesting and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection with
a Corporate Transaction, Change in Control or Related Entity Disposition, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition
any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the effective
date of the Corporate Transaction, Change in Control or Related Entity Disposition. The Administrator may provide that any Awards so vested or released from such limitations in connection with a
Change in Control or Related Entity Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award. Effective upon the consummation of a Corporate Transaction, all
outstanding Awards under the Plan shall terminate unless assumed by the successor company or its Parent. 


    12.  Effective Date and Term of Plan.  The Plan shall become effective upon its adoption by the Board. It
shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 16, below, and Applicable Laws, Awards may be granted under the Plan upon its becoming
effective. 


    13.  Amendment, Suspension or Termination of the Plan.  




     (i) The
Board may at any time amend, suspend or terminate the Plan. To the extent necessary to comply with Applicable Laws, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as required. 




    (b) No
Award may be granted during any suspension of the Plan or after termination of the Plan. 


    (c) Any
amendment, suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall not affect Awards already granted, and
such Awards shall remain in full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator, which
agreement must be in writing and signed by the Grantee and the Company. 




    14.  Reservation of Shares.  



    (a) The
Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of
the Plan. 



8





 


    (b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not
have been obtained. 




    15.  No Effect on Terms of Employment Relationship.  The Plan shall not confer upon any Grantee any right
with respect to the Grantee's Continuous Service, nor shall it interfere in any way with his or her
right or the Company's right to terminate the Grantee's Continuous Service at any time, with or without cause. 


    16.  No Effect on Retirement and Other Benefit Plans.  Except as specifically provided in a retirement or
other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related
Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of
compensation. The Plan is not a "Retirement-Plan" or "Welfare Plan" under the Employee Retirement Income Security Act of 1974, as amended. 


    17.  Plan Approval.  The Plan was adopted by the Board on November 8, 1998. On July 18,
2001, the Board adopted and approved an amendment and restatement of the Plan to amend various terms of the Plan in anticipation of the distribution of all (or substantially all) of the shares of
capital stock of Corage, Inc. held by the Company to the stockholders of the Company. 


9






  



DSP GROUP, INC.

1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN  


 
  NOTICE OF STOCK OPTION AWARD
  
    (for U.S. Grantees)    
  



	 	Grantee's Name and Address:	 	  
  
  

	

    You (a citizen of the U.S.) have been granted an option to purchase shares of Common Stock of the Company, subject to the terms and conditions of this Notice of Stock Option Award (the "Notice"), the Plan and the Stock Option
Award Agreement (the "Option Agreement") attached hereto, as follows:
	 	

Award Number	
 	

  

	 	Date of Award	 	  

	 	Vesting Commencement Date	 	  

	 	Exercise Price per Share	 	$

	 	Total Number of Shares subject to the Option	 	  

	 	Total Exercise Price	 	$

	 	Type of Option:	 	Non-Qualified Stock Option
	 	Expiration Date:	 	  

	 	Post-Termination Exercise Period:	 	Forty-five (45) Days





Vesting Schedule:  


    Subject to Grantee's Continuous Service and other limitations set forth in this Notice, the Plan and the Option Agreement, the Option may be exercised, in
whole or in part, in accordance with the following schedule: 


    [INSERT
VESTING SCHEDULE] 


    During
any authorized leave of absence, the vesting of the Option as provided in this schedule shall cease after the leave of absence exceeds a period of ninety (90) days.
Vesting of the Option shall resume upon the Grantee's termination of the leave of absence and return to service to the Company or a Related Entity. 



    In
the event of the Grantee's change in status from Employee to Consultant, vesting of the Option shall continue only to the extent determined by the Administrator as of such change
in status. 


    IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and conditions of this Notice, the Plan, and the
Option Agreement. 



	 	 	DSP Group, Inc.,

a Delaware corporation
	

 	
 	

By:	

  

	

 	
 	

Title:	

  






THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION 


1





 


AGREEMENT, OR THE COMPANY'S 1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF GRANTEE'S CONTINUOUS SERVICE, NOR SHALL IT
INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE. 


    The
Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any questions arising under this Notice, the Plan or the Option Agreement. The Grantee further agrees to notify the Company upon
any change in the residence address indicated in this Notice. 



	Dated:	  
	 	Signed:	  

	 	 	 	 	Grantee




2






  



Award Number:             


 DSP GROUP, INC.

1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN  


 
  STOCK OPTION AWARD AGREEMENT    
  


    1.  Grant of Option.  DSP Group, Inc., a Delaware corporation (the "Company"), hereby grants to
the Grantee (the "Grantee") named in the Notice of Stock Option Award (the "Notice"), an option (the "Option") to purchase the Total Number of Shares of Common Stock subject to the Option (the
"Shares") set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the "Exercise Price") subject to the terms and provisions of the Notice, this Stock Option Award Agreement
(the "Option Agreement") and the Company's 1998 Non-Officer Employee Stock Option Plan (the "Plan") adopted by the Company, which are incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 


    2.  Exercise of Option.  



    (a)  Right to Exercise.  The Option shall be exercisable during its term in accordance with the Vesting
Schedule set out in the Notice and with the applicable provisions of the Plan and this Option Agreement. The Option shall be subject to the provisions of Section 11 of the Plan relating to the
exercisability or termination of the Option in the event of a Corporate Transaction, Change in Control or Related Entity Disposition. No partial exercise of the Option may be for less than the lesser
of five percent (5%) of the total number of Shares subject to the Option or the remaining number of Shares subject to the Option. In no event shall the Company issue fractional Shares. 


    (b)  Method of Exercise.  The Option shall be exercisable only by delivery of an Exercise Notice
(attached as Exhibit A) which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, such other representations and
agreements as to the
holder's investment intent with respect to such Shares and such other provisions as may be required by the Administrator. The Exercise Notice shall be signed by the Grantee and shall be delivered in
person or by certified mail to the Secretary of the Company accompanied by payment of the Exercise Price. The Option shall be deemed to be exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price, which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in
Section 4(c), below. 


    No
Shares will be issued pursuant to the exercise of the Option unless such issuance and such exercise shall comply with all Applicable Laws. Assuming such compliance, for income tax
purposes, the Shares shall be considered transferred to the Grantee on the date on which the Option is exercised with respect to such Shares. 


    (c)  Taxes.  No Shares will be delivered to the Grantee or other person pursuant to the exercise of the
Option until the Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of foreign, federal, state and local income and employment tax withholding
obligations. 




    3.  Method of Payment.  Payment of the Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Grantee; provided, however, that such exercise method does not then violate any Applicable Law and, provided further, that the portion of the Exercise Price equal to
the par value of the Shares must be paid in cash or other legal consideration permitted by the Delaware General Corporation Law: 



    (a) check; 



1





 


    (b) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require (including withholding of Shares
otherwise deliverable upon exercise of the Option) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price of the Shares as to which the Option is
being exercised (but only to the extent that such exercise of the Option would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price); or 



    (c) through
a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage
firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased
Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction. 




    4.  Restrictions on Exercise.  The Option may not be exercised if the issuance of the Shares subject to
the Option upon such exercise would constitute a violation of any Applicable Laws. 


    5.  Termination or Change of Continuous Service.  In the event the Grantee's Continuous Service
terminates, the Grantee may, to the extent otherwise so entitled at the date of such termination (the "Termination Date"), exercise the Option during the Post-Termination Exercise Period.
In no event shall the Option be exercised later than the Expiration Date set forth in the Notice. In the event of the Grantee's change in status from Employee, Director or Consultant to any other
status of Employee, Director or Consultant, the Option shall remain in effect and, except to the extent otherwise determined by the Administrator, continue to vest. Except as provided in Sections 6
and 7 below, to the extent that the Grantee is not entitled to exercise the Option on the Termination Date, or if the Grantee does not exercise the Option within the Post-Termination
Exercise Period, the Option shall terminate. 


    6.  Disability of Grantee.  In the event the Grantee's Continuous Service terminates as a result of his
or her Disability, the Grantee may, but only within twelve (12) months from the Termination Date (and in no event later than the Expiration Date), exercise the Option to the extent he or she
was otherwise entitled to exercise it on the Termination Date. To the extent that the Grantee is not entitled to exercise the Option on the Termination Date, or if the Grantee does not exercise the
Option to the extent so entitled within the time specified herein, the Option shall terminate. 


    7.  Death of Grantee.  In the event of the termination of the Grantee's Continuous Service as a result of
his or her death, or in the event of the Grantee's death during the Post-Termination Exercise Period, the Grantee's estate, or a person who acquired the right to exercise the Option by
bequest or inheritance, may exercise the Option, but only to the extent the Grantee could exercise the Option at the date of termination, within twelve (12) months from the date of such
termination (but in no event later than the Expiration Date). To the extent that the Grantee is not entitled to exercise the Option on the date of death, or if the Option is not exercised to the
extent so entitled within the time specified herein, the Option shall terminate. 


    8.  Transferability of Option.  The Option, if a Non-Qualified Stock Option, may be
transferred by the Grantee in a manner and to the extent acceptable to the Administrator as evidenced by a writing signed by the Company and the Grantee. The terms of the Option shall be binding upon
the executors, administrators, heirs and successors of the Grantee. 



    9.  Term of Option.  The Option may be exercised no later than the Expiration Date set forth in the
Notice or such earlier date as otherwise provided herein. 


    10.  Tax Consequences.  Set forth below is a brief summary as of the date of this Option Agreement of
some of the federal tax consequences of exercise of the Option and disposition of the 


2





 


Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE
SHARES. 



    (a)  Exercise of Non-Qualified Stock Option.  On exercise of a Non-Qualified
Stock Option, the Grantee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date
of exercise over the Exercise Price. If the Grantee is an Employee or a former Employee, the Company will be required to withhold from the Grantee's compensation or collect from the Grantee and pay to
the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise. 


    (b)  Disposition of Shares.  If Shares are held for more than one year, any gain realized on disposition
of the Shares will be treated as long-term capital gain for federal income tax purposes and subject to tax at a maximum rate of 20%. 




    11.  Notices.  All notices, demands, consents or other communications required or permitted hereunder
shall be in writing and shall be deemed to have been received when personally delivered or on the fifth business day (including Saturday) following mailing if sent by first class airmail, return
receipt requested or the next business day if sent by telefax, Express Mail, Federal Express or similar service, addressed, if to the Company, to its principal place of business in Santa Clara,
California, and if to the Grantee, to his address as it appears on the Company's records. 


    12.  Entire Agreement: Governing Law.  The Notice, the Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the
subject matter hereof, and may not be modified adversely to the Grantee's interest except by means of a writing signed by the Company and the Grantee. These agreements are to be construed in
accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than
the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Option Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 



    13.  Headings.  The captions used in the Notice and this Option Agreement are inserted for convenience
and shall not be deemed a part of the Option for construction or interpretation. 


    14.  Interpretation.  Any dispute regarding the interpretation of the Notice, the Plan, and this Option
Agreement shall be submitted by the Grantee or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such dispute by the
Administrator shall be final and binding on all persons. 


3






  



 
 

EXHIBIT A    
  


DSP GROUP, INC.  


 1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN  


EXERCISE NOTICE  


DSP
Group, Inc.

3120 Scott Boulevard

Santa Clara, CA 95054 


Attention:
Secretary 


    1.  Exercise of Option.  Effective as of today,            ,  the undersigned
(the "Grantee") hereby elects to exercise the Grantee's option to purchase            shares of the Common Stock (the "Shares") of DSP Group, Inc. (the "Company") under and pursuant to
the Company's 1998 Non-Officer Employee Stock Option Plan (the "Plan") and the Non-Qualified Stock Option Award Agreement (the "Option Agreement") and Notice of Stock Option
Award (the "Notice") dated            ,      . 


    2.  Representations of the Grantee.  The Grantee acknowledges that the Grantee has received, read and
understood the Notice, the Plan, and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 



    3.  Rights as Stockholder.  Until the stock certificate evidencing such Shares is issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan. 


    4.  Delivery of Payment.  The Grantee herewith delivers to the Company the full Exercise Price for the
Shares, which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 4(c) of the Option
Agreement. 


    5.  Tax Consultation.  The Grantee understands that the Grantee may suffer adverse tax consequences as a
result of the Grantee's purchase or disposition of the Shares. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the
purchase or disposition of the Shares and that the Grantee is not relying on the Company for any tax advice 


    6.  Taxes.  The Grantee agrees to satisfy all applicable foreign, federal, state and local income and
employment tax withholding obligations and herewith delivers to the Company the full amount of such obligations or has made arrangements acceptable to the Company to satisfy such obligations. 


    7.  Successors and Assigns.  The Company may assign any of its rights under this Exercise Notice to
single or multiple assignees, and this agreement shall inure to the benefit of the successors and assigns of the Company. This Exercise Notice shall be binding upon the Grantee and his or her heirs,
executors, administrators, successors and assigns. 


    8.  Headings.  The captions used in this Exercise Notice are inserted for convenience and shall not be
deemed a part of this agreement for construction or interpretation. 


    9.  Interpretation.  Any dispute regarding the interpretation of this Exercise Notice shall be submitted
by the Grantee or by the Company forthwith to the Administrator, which shall review such 


1





 


dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all persons. 



    10.  Governing Law; Severability.  This Exercise Notice is to be construed in accordance with and
governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws
of the State of California to the rights and duties of the parties. Should any provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable, the other provisions
shall nevertheless remain effective and shall remain enforceable. 


    11.  Notices.  All notices, demands, consents or other communications required or permitted hereunder
shall be in writing and shall be deemed to have been received when personally delivered or on the fifth business day (including Saturday) following mailing if sent by first class airmail, return
receipt requested or the next business day if sent by telefax, Express Mail, Federal Express or similar service, addressed, if to the Company, to its principal place of business in Santa Clara,
California, and if to the Grantee, to his address as it appears on the Company's records. 


    12.  Further Instruments.  The parties agree to execute such further instruments and to take such further
action as may be reasonably necessary to carry out the purposes and intent of this agreement. 


    13.  Entire Agreement.  The Notice, the Plan, and the Option Agreement are incorporated herein by
reference, and together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee's interest except by means of a writing signed by the Company and
the Grantee. 



	

Submitted by:	
 	

Accepted by:
	

GRANTEE:	
 	

DSP GROUP, INC.
	

 	
 	

By:	

  

	

  
 (Signature)	
 	

Title:	

  

	
Address:	
 	

Address:
	

  
  
	
 	

3120 Scott Boulevard

Santa Clara, CA 95054




2









QuickLinks



Exhibit 4.1


DSP GROUP, INC. 1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN (amended and restated on July 18, 2001)


NOTICE OF STOCK OPTION AWARD (for U.S. Grantees)


STOCK OPTION AWARD AGREEMENT


EXHIBIT A