Exhibit 10.1





Exhibit 10.1




January 31, 2011




To: Issachar Ohana, EVP WW Sales

From: Gideon Wertheizer, CEO



Re: 2011 Incentive Plan




This document outlines your Incentive Plan for 2011. The rules and guidelines for the plan are
contained herein.




	 	1.	 	Compensation Package: Your compensation package is made up of a base salary and an
Incentive Bonus (“IB”) target. The IB provides reward for successful performance and is
based upon your performance to your assigned annual quota, Corporate Quarterly Revenue
Target (“CQRT”) and Strategic Accounts (“SA”) deals.






While the Quota is based upon annual target, the IB payment period is quarterly. Payments
are calculated on a quarterly basis, against your annual quota target, based on bookings
that has been invoiced and recognized as revenue by CEVA, Inc. (the “Company”), and paid
after the end of the respective quarter as soon as is practically possible.




	 	a.	 	Company Revenue Target (CRT) $*





	 	 	 
	i.	 	Revenue-Based Incentive Target $115,000
	ii.	 	Commission Rat: *%
	iii.	 	Commission Multiplier: The plan include multipliers
(Commission Multipliers), as shown in the table below. The Commission
Multiplier to be used in the quarterly Commission Calculation will be
based on your percent of cumulative Quota and achievement






	 	 	 	 	 
	Percent of Cumulative Quota	 	 	 
	Achievement	 	Commission Multiplier to be
 Applied	 
	From 0 to 100%
	 	 	1.0	 
	From 100%
	 	 	1.5	 










	 	b.	 	Corporate Quarterly Revenue Target (CQRT): An additional bonus of
$5,000 will be paid for each of the following quarterly revenue targets if
achieved.





	 	 	 
	i.      Q1	 	$*
	ii.     Q2
	 	$*
	iii.    Q3

	 	$*
	iv.    Q4

	 	$*






 


 









 






	 	c.	 	Strategic Account (SA) Bonus- An additional bonus of $5,000 will be
paid for each deal that exceeds $1M. (not including prepaid royalties) with the
following companies: *. Payments are calculated on an annual basis, based on
bookings that have been invoiced and recognized as revenue by the Company, and
paid as is practically possible.






The total bonus payment due to SA deals will be capped at $20,000 as long as annual
revenue achieved is below the CRT. The cap for SA bonus will be removed once annual
revenue achieved exceeds the CRT.




	 	2.	 	Effective date/terms: This plan is effective for January 1st, 2011 through
December 31st 2011, unless if modified in writing by the CEO. This plan
supersedes all prior commission plan. Management reserves the right to make any changes to
the sales incentive plan at any time.






	 	3.	 	Plan Eligibility: This plan is applied to full time sales personnel. If you resign,
terminate, or cease to be an employee of the company, you will be entitled to IB on any
revenue amount invoiced up to the date of termination.





I have read and understand the 2011 Incentive Compensation Plan. I have received a copy of the Plan
for my record. I accept the terms and conditions of the Plan as outlined above and agree that my
compensation will be determined according to these terms and conditions.



	 	 	 
	/s/ Issachar Ohana

Issachar Ohana, EVP Worldwide Sales

	 	Date: February 1, 2011
	 
	/s/ Gideon Wertheizer

Gideon Wertheizer, CEO

	 	Date: February 1, 2011







			
	CC:	 	Finance

HR, Employee File