Exhibit
10.2


TAX INDEMNIFICATION AND ALLOCATION
AGREEMENT


This Tax Indemnification and Allocation Agreement (the
“Agreement”) is entered into as of ________ __, 2002, by and between DSP
Group Inc., a Delaware corporation (“DSPGI”), and Ceva, Inc., a Delaware
corporation (“Ceva”).  (DSPGI and Ceva
are sometimes collectively referred to herein as the “Companies”).


RECITALS


A.    DSPGI is the common parent of an affiliated group of
corporations, which includes Ceva.  The
members of the affiliated group have heretofore joined in filing consolidated
Federal Income Tax returns.


B.    DSPGI and Ceva have entered into the Separation Agreement
(defined below) providing for the Separation and Distribution, each as fully
described in such Agreement.


C.    After the stock of Ceva is distributed to DSPGI’s shareholders
pursuant to the Distribution, Ceva and its subsidiaries will no longer be
members of the affiliated group of which DSPGI is the common parent.


D.    DSPGI and Ceva desire to provide for and agree upon the
allocation between them of liabilities for Taxes (as defined herein) arising
prior to, as a result of, and subsequent to the actions contemplated by the
Separation Agreement and the entitlement to refunds thereof, allocate
responsibility and provide for cooperation in connection with the filing of
returns in respect of Taxes, and provide for certain other matters relating to
Taxes.


NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


SECTION
1.           DEFINITION OF TERMS.


                For
purposes of this Agreement (including the recitals hereof), the following terms
have the following meanings:


 


“Affiliate” means any entity that directly or
indirectly is “controlled” by the person or entity in question.  “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a person, whether through ownership of voting securities, by
contract or otherwise.  Except as
otherwise provided herein, the term Affiliate shall refer to Affiliates of a
person as determined immediately after the Distribution.  The term “Affiliate” includes a Subsidiary
of an entity.


“Agreement” shall mean this Tax Indemnification and
Allocation Agreement.


 


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“Code” means the U.S. Internal Revenue Code of 1986,
as amended, or any successor law.


“Companies” means DSPGI and Ceva, collectively, and
“Company” means any one of DSPGI and Ceva.


“Consolidated or Combined Income Tax” means any Income
Tax computed by reference to the assets or activities of a Group.


“Consolidated or Combined State Income Tax” means any
State Income Tax computed by reference to the assets or activities of a Group.


“Consolidated or Combined Foreign Income Tax” means
any Foreign Income Tax computed by reference to the assets or activities of a
Group.


“Consolidated Tax Liability” means, with respect to
any DSPGI Federal Consolidated Return, the tax liability of the group as that
term is used in Treasury Regulation Section 1.1552–1(a)(1)
(including applicable interest, additions to the tax, additional amounts and
penalties as provided in the Code), provided that such tax liability shall be
treated as including any alternative minimum tax liability under Code
Section 55.


“Ceva Group” means Ceva and its Subsidiaries and
wholly-owned limited liability companies as determined immediately after the
Distribution Date.


“DSPGI Federal Consolidated Return” means any United
States Federal Tax Return for the affiliated group (as that term is defined in
Code Section 1504) that includes DSPGI as the common parent and any member
of the Ceva Group.


“DSPGI Group” means DSPGI and its Subsidiaries and
wholly owned limited liability companies, excluding any entity that is a member
of the Ceva Group.


“Distribution” shall have the meaning set forth in the
Separation Agreement.


“Distribution Date” means the Distribution Date as
that term is defined in the Separation Agreement.


“Federal Income Tax” means any Tax imposed by Subtitle
A or F of the Code.


“Foreign Income Tax” means any Tax imposed by any
foreign country or any possession of the United States, or by any political
subdivision of any foreign country or United States possession, which is an
income tax as defined in Treasury Regulation Section 1.901–2.


“Group” means the DSPGI Group or the Ceva Group, as
the context requires.


“Income Tax” means any Federal Income Tax, State
Income Tax, or Foreign Income Tax.


 


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“Payment Date” means (i) with respect to any
DSPGI Federal Consolidated Return, the due date for any required installment of
estimated taxes determined under Code Section 6655, the due date
(determined without regard to extensions) for filing the return determined
under Code Section 6072, and the date the return is filed, and
(ii) with respect to any Tax Return for any Consolidated or Combined State
Income Tax, the corresponding dates determined under the applicable Tax Law.


“Post-Distribution Period” shall have the meaning set
forth in Section 2.5(b).


“Post-Distribution Tax Return” means any Tax Return
for any Tax Period beginning after the Distribution Date.


“Pre-Distribution Period” shall have the meaning set
forth in Section 2.5(b).


“Pre-Distribution Tax Return” means any Tax Return for
any Tax Period beginning on or before the Distribution Date.


“Prime Rate” means the rate which _______________ (or
any successor thereto or other money center commercial bank agreed to by DSPGI
and Ceva) announces from time to time as its prime lending rate, as in effect
from time to time.


“Responsible Company” means, with respect to any Tax
Return, the Company having responsibility for preparing and filing such Tax
Return under this Agreement.


“Separate Company Tax” means any Tax computed by
reference to the assets and activities of a member or members of a single
Group.


“Separation Agreement” means the Separation Agreement
by and among DSP Group Inc., DSP Group Ltd., Ceva, Inc., DSP Ceva Inc. and
Corage, Ltd. Dated _______, 2002


“State Income Tax” means any Tax imposed by any State
of the United States or by any political subdivision of any such State which is
imposed on or measured by net income, including state and local franchise or
similar Taxes measured by net income.


“Subsequent Tax Opinion/Ruling” shall have the meaning
set forth in the Separation Agreement.


“Subsidiary” shall have the meaning set forth in
Treasury Regulations section 1.1502–1(c).


“Tax” or “Taxes” means any income, gross income, gross
receipts, profits, capital stock, franchise, withholding, payroll, social
security, workers compensation, unemployment, disability, property, ad valorem,
stamp, excise, severance, occupation, service, sales, use, license, lease,
transfer, import, export, value added, alternative minimum, estimated or other
tax of any kind (including any fee, assessment, or other charge in the nature
of or in lieu of any tax) imposed by any governmental entity or 


 


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political subdivision thereof, and any interest,
penalties, additions to tax, or additional amounts in respect of the foregoing.


“Tax Authority” means, with respect to any Tax, the
governmental entity, or political subdivision thereof that imposes such Tax,
and the agency (if any) charged with the collection of such Tax for such entity
or subdivision.


“Tax Item,” means, with respect to any Income Tax, any
item of income, gain, loss, deduction, and credit.


“Tax Law” means the law of any governmental entity or
political subdivision thereof relating to any Tax.


“Tax Period” means, with respect to any Tax, the
period for which the Tax is reported as provided under the Code or other
applicable Tax Law.


“Tax Records” means Tax Returns, Tax Return workpapers,
documentation relating to any Tax contests, and any other books of account or
records required to be maintained under the Code or other applicable Tax Laws
or under any record retention agreement with any Tax Authority.


“Tax Return” means any report of Taxes due, any claims
for refund of Taxes paid, any information return with respect to Taxes, or any
other similar report, statement, declaration, or document required to be filed
under the Code or other Tax Law, including any attachments, exhibits, or other
materials submitted with any of the foregoing, and including any amendments or
supplements to any of the foregoing.


“Tax Rulings” shall have the meaning set forth in the
Separation Agreement.


“Treasury Regulations” means the regulations
promulgated from time to time under the Code as in effect for the relevant Tax
Period.


SECTION
2.           ALLOCATION OF TAX LIABILITIES.


2.1     General Rule.


(a)   DSPGI Liability.  DSPGI shall be liable for Taxes not
specifically allocated to Ceva under this Section 2.  DSPGI shall indemnify and hold harmless the
Ceva Group from and against any liability for Taxes for which DSPGI is liable
under this Section 2.1(a).


(b)   Ceva Liability.  Ceva shall be liable for, and shall
indemnify and hold harmless the DSPGI Group from and against, any liability for
Taxes that are allocated to Ceva under this Agreement.


 


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2.2     Allocation of United States Federal
Income Tax.


(a)   Pre-Distribution Period.  DSPGI shall be liable for, and shall hold
the Ceva Group harmless for, any Federal Income Tax relating to the DSPGI
Federal Consolidated Return for all Tax Periods ending on or before the
Distribution Date and for the Pre-Distribution Period.  DSPGI is entitled to any refunds of Federal
Income Tax for Tax Periods ending on or before the Distribution Date and for
the Pre-Distribution Period.


(b)   Post-Distribution Period.  The DSPGI Group and the Ceva Group shall
each be liable for, and shall indemnify the other against, its respective
liability for Federal Income Taxes for the Post-Distribution Period and for all
Tax Periods beginning on or after the Distribution Date.


2.3   Allocation of State and Foreign Income
Taxes.


(a)   Separate Company Taxes.  In the case of any State Income Tax or
Foreign Income Tax which is a Separate Company Tax:


(i)            Pre-Distribution Period.  DSPGI shall be liable for, and shall
indemnify the Ceva Group against, any Separate Company Tax for all Tax Periods
ending on or before the Distribution Date and for the Pre-Distribution Period.  DSPGI is entitled to any refunds of Separate
Company Taxes for Tax Periods ending on or before the Distribution Date and for
the Pre-Distribution Period.


(ii)            
Post-Distribution Period. 
Ceva shall be liable for, and shall hold the DSPGI Group harmless against,
any Separate Company Taxes imposed on any member of the Ceva Group for the
Post-Distribution Period and for any Tax Periods beginning after the
Distribution Date.  DSPGI shall be
liable for, and shall hold the Ceva Group harmless against, any Separate
Company Taxes of any member of the DSPGI Group for the Post-Distribution Period
and for any Tax Periods beginning after the Distribution Date.


(b)   Allocation of Consolidated or Combined
Income Taxes.  In the case of any
State Income Tax or Foreign Income Tax which is a Consolidated or Combined
Income Tax:


(i)            Pre-Distribution Period.  DSPGI shall be liable for, and shall hold
Ceva Group harmless for, any State Income Tax or Foreign Income Tax relating to
Consolidated or Combined Returns for all Tax Periods ending on or before the
Distribution Date and for the Pre-Distribution Period.  DSPGI is entitled to any refunds of Tax
attributable to Tax Periods ending on or before the Distribution Date and for
the Pre-Distribution Period.


(ii)           Post-Distribution Period.  The DSPGI Group and the Ceva Group shall
each be liable for, and shall indemnify the other against, its respective
liability for Consolidated or Combined State Income Taxes and Consolidated or 


 


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Combined Foreign Income Taxes for any Tax Period
beginning after the Distribution Date and for the Post-Distribution Period.


2.4     Other Taxes; Allocation.


(a)   Other Taxes.  All Taxes other than those specifically allocated pursuant to
Sections 2.2 and 2.3 shall be allocated based on the legal entity on which
the legal incidence of the Tax is imposed. 
As between the parties to this Agreement, Ceva shall be liable for all
Taxes imposed on any member of the Ceva Group. 
The Companies believe that there is no Tax not specifically allocated
pursuant to Sections 2.2 and 2.3 which is legally imposed on more than one
legal entity (e.g., joint and several liability); however, if there is any such
Tax, it shall be allocated in accordance with past practices as reasonably
determined by the affected Companies, or in the absence of such practices, in
accordance with any allocation method agreed upon by the affected Companies.


(b)   Allocation of Straddle Periods.  In the case of any Tax Period beginning on
or before the Distribution Date and ending after the Distribution Date (a
“Straddle Period”), Tax Items shall be apportioned between the portion of the
Straddle Period ending on the Distribution Date (the “Pre-Distribution Period”)
and the portion of the Straddle Period beginning after the Distribution Date
(the “Post-Distribution Period”) in accordance with the principles in Treasury
Regulation Section 1.1502-76(b) using a closing-of-the-books method.  However, Tax Items (other than extraordinary
items within the meaning of Treasury Regulation
Section 1.1502-76(b)(2)(ii)(C)) for the month including the Distribution
Date will be allocated to the Pre-Distribution Period and the Post-Distribution
Period using the principles of the ratable allocation method of Treasury Regulation
Section 1.1502-76(b)(2)(iii).  In
determining the apportionment of Tax Items between the Pre-Distribution Period
and the Post-Distribution Period, any Tax Items arising as a result of the
Separation or the Distribution shall be treated as extraordinary items
described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall
be allocated to the Pre-Distribution Period.


2.5    Indemnification Payments.  If any Company (the “Payor”) is required to
pay to a Tax Authority a Tax that is properly allocated to another Company (the
“Responsible Party”) under this Agreement, the Responsible Party shall
reimburse the Payor within ninety (90) days of delivery by the Payor to the
Responsible Party of an invoice for the amount due, accompanied by evidence of
payment and a statement detailing the Taxes paid and decribing in reasonable
detail the particulars relating thereto. 
The reimbursement shall include interest on the Tax payment computed at
the Prime Rate based on the number of days from the date of the payment to the
Tax Authority to the date of reimbursement under this Section 2.5.


2.6     Limitation.  Notwithstanding anything herein to the contrary, to the extent
that responsibility for Taxes is allocated among DSPGI and Ceva by the
Separation Agreement, the Separation Agreement shall govern and this Agreement
shall not govern.


 


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SECTION
3.           PREPARATION AND FILING OF TAX RETURNS.


3.1   General.  Except as otherwise provided in this Section 3, Tax Returns
shall be prepared and filed when due (including extensions) by the person
obligated to file such Tax Returns under the Code or applicable Tax Law.  The Companies shall provide, and shall cause
their Affiliates to provide, assistance and cooperate with one another in accordance
with Section 4 with respect to the preparation and filing of Tax Returns,
including providing information required to be provided in Section 4.


3.2   DSPGI’s Responsibility.  DSPGI has the exclusive obligation and right
to prepare and file, or to cause to be prepared and filed:


(a)   DSPGI Federal Consolidated Returns for all
Tax Periods;


(b)   DSPGI Consolidated or Combined State Income
Tax Returns for all Tax Periods and DSPGI Consolidated or Combined Foreign
Income Tax Returns for all Tax Periods; and


(c)   Tax Returns for State Income Taxes and
Foreign Income Taxes that are Separate Company Taxes for members of the DSPGI
Group (excluding for this purpose members of the Ceva Group).


3.3   Ceva’s Responsibility.  Ceva shall prepare and file, or shall cause
to be prepared and filed, all Tax Returns required to be filed by or with
respect to the Ceva or members of the Ceva Group other than those Tax Returns
which DSPGI is required to prepare and file under Section 3.2.


3.4   Tax Accounting Practices.


(a)   General.  Except as otherwise provided in this Section 3.4, any
Pre-Distribution Tax Return, and any Post-Distribution Tax Return to the extent
Tax Items reported on such Tax Return might reasonably affect Tax Items reported
on any Pre-Distribution Tax Return, shall be prepared in accordance with past
Tax accounting practices used with respect to the Tax Returns in question
(unless such past practices are no longer permissible under the Code or other
applicable Tax Law).  To the extent any
Tax Items are not covered by past practices (or in the event such past
practices are no longer permissible under the Code or other applicable Tax
Law), such Tax Items shall be reported in accordance with reasonable Tax
accounting practices selected by DSPGI or Ceva depending on whose Tax Liability
under Section 2 is affected thereby. 
If the Tax liability of both DSPGI and Ceva under Section 2 would
be affected by the reporting of the Tax Item, the parties shall negotiate in
good faith to determine the reporting of the Tax Item.  Any dispute regarding the proper tax
treatment of the Tax Item shall be referred for resolution pursuant to
Section 6.2, sufficiently in advance of the filing date of such Tax Return
(including extensions) to permit timely filing of the return.


(b)   Reporting of Separation and Distribution
Tax Items.  The tax treatment
reported on any Tax Return of Tax Items relating to the Separation and
Distribution shall be consistent with the treatment of such item in the Tax
Rulings or any Subsequent Tax 


 


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Tax Opinion/Ruling (unless such treatment is not
permissible under the Code).  To the
extent there is a Tax Item relating to the Separation or Distribution which is
not covered by the Tax Rulings or any Subsequent Tax Opinion/Ruling, the
Companies shall agree on the tax treatment of any such Tax Item reported on any
Tax Return.  For this purpose, the tax
treatment of such Tax Items on a Tax Return shall be determined by the Responsible
Company with respect to such Tax Return and shall be agreed to by the other
Company unless either (i) there is no reasonable basis as defined under
Section 6662 of the Code for such tax treatment, or (ii) such tax
treatment would have a material impact on the other Company or the Tax Rulings
or any Subsequent Tax Opinion/Ruling. 
Such Tax Return shall be submitted for review pursuant to
Section 3.5(a), and any dispute regarding such proper tax treatment shall
be referred for resolution pursuant to Section  6.2, sufficiently in advance
of the filing date of such Tax Return (including extensions) to permit timely
filing of the return.


3.5   Right to Review Tax Returns.


(a)   General.  The Responsible Company with respect to any Tax Return shall make
such Tax Return and related workpapers available for review by the other
Company, if requested, to the extent (i) such Tax Return relates to Taxes
for which the requesting party may be liable, (ii) such Tax Return relates
to Taxes for which the requesting party may be liable in whole or in part or
for any additional Taxes owing as a result of adjustments to the amount of
Taxes reported on such Tax Return, or (iii) the requesting party reasonably
determines that it must inspect such Tax Return to confirm compliance with the
terms of this Agreement.  The
Responsible Company shall use its commercially reasonable efforts to make such
Tax Return available for review as required under this paragraph sufficiently
in advance of the due date for filing such Tax Returns to provide the
requesting party with a meaningful opportunity to analyze and comment on such
Tax Returns and have such Tax Returns modified before filing, taking into
account the person responsible for payment of the tax (if any) reported on such
Tax Return and the materiality of the amount of Tax liability with respect to
such Tax Return.  The Companies shall
attempt in good faith to resolve any issues arising out of the review of such
Tax Returns.  Issues that cannot be
resolved in the Companies shall be resolved in the manner set forth in Section
6.2.


(b)   Execution of Returns Prepared by Other
Party.  In the case of any Tax
Return which is required to be prepared and filed by one Company under this
Agreement and which is required by law to be signed by another Company (or by
its authorized representative), the Company which is legally required to sign
such Tax Return shall not be required to sign such Tax Return under this
Agreement if there is no reasonable basis for the tax treatment of any material
items reported on the Tax Return.


SECTION
4.             ASSISTANCE AND COOPERATION.


4.1   General.  After the Distribution Date, each of the Companies shall
cooperate (and cause their respective Affiliates to cooperate) with each other
and with each other’s agents, including legal counsel and accounting firms, in connection
with Tax matters relating to the Companies and their Affiliates including
(i) preparation and filing of Tax 


 


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Returns, (ii) determining the liability for and
amount of any Taxes due (including estimated Taxes) or the right to and amount
of any refund of Taxes, (iii) examinations of Tax Returns, and
(iv) any administrative or judicial proceeding in respect of Taxes
assessed or proposed to be assessed. 
Such cooperation shall include making all information and documents in
their possession relating to the other Company and their Affiliates available
to such other Company as provided in Section 5.  Each of the Companies shall also make available to each other, as
reasonably requested and available, personnel (including officers, directors,
employees and agents of the Companies or their respective Affiliates)
responsible for preparing, maintaining, and interpreting information and
documents relevant to Taxes, and personnel reasonably required as witnesses or
for purposes of providing information or documents in connection with any
administrative or judicial proceedings relating to Taxes.  Any information or documents provided under
this Section 4 shall be kept confidential by the Company receiving the information
or documents, except as may otherwise be necessary in connection with the
filing of Tax Returns or in connection with any administrative or judicial
proceedings relating to Taxes.


4.2     Income
Tax Return Information.  Each
Company will provide to the other Company information and documents relating to
their respective Groups required by the other Company to prepare Tax
Returns.  The Responsible Company shall
determine a reasonable compliance schedule in accordance with past
practice.  Any additional information or
documents the Responsible Company requires to prepare such Tax Returns will be
provided in accordance with past practices, if any, or as the Responsible
Company reasonably requests and in sufficient time for the Responsible Company
to file such Tax Returns on a timely basis.


SECTION
5.           TAX RECORDS.


5.1     Retention
of Tax Records.  Each Company shall
preserve and keep all Tax Records for so long as the contents thereof may
become material in the administration of any matter under the Code or other
applicable Tax Law, but in any event until the later of (i) the expiration
of any applicable statutes of limitation, and (ii) seven years after the
Distribution Date.  If, prior to the
expiration of the applicable statute of limitation and such seven-year period,
a Company reasonably determines that any Tax Records which it is required to
preserve and keep under this Section 5 are no longer material in the
administration of any matter under the Code or other applicable Tax Law, such
Company may dispose of such records upon 90 days prior notice to the other
Company.  Such notice shall include a
list of the records to be disposed of describing in reasonable detail each
file, book, or other records being disposed. 
The notified Company shall have the opportunity, at its cost and
expense, to copy or remove, within such 90-day period, all or any part of such
Tax Records.


5.2     Access
to Tax Records.  The Companies and
their respective Affiliates shall make available to each other for inspection
and copying during normal business hours upon reasonable notice all Tax Records
in their possession to the extent reasonably required by the other Company in
connection with the preparation of Tax Returns, audits, litigation, or the
resolution of items under this Agreement.


 


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SECTION
6.           TAX DISPUTES.


6.1     Tax
Disputes Relating to the Separation and Distribution.  Notwithstanding anything herein to the
contrary, Article IV of the Separation Agreement shall govern and shall be the
exclusive remedy with respect to any Tax dispute related to the Separation and
Distribution.


 


6.2     Other
Tax Disputes.  To the extent that
there is any dispute between the Companies relating to this Agreement (other
than a dispute governed by Section 6.1 hereof), the provisions of Article VIII
of the Separation Agreement shall govern the resolution of such dispute.


 


SECTION 7.           EFFECTIVE DATE.


 


                This Agreement
shall be effective on the Distribution Date.


 


SECTION 8.           INTEREST UNDER THIS AGREEMENT.


 


                Anything herein to
the contrary notwithstanding, to the extent one Company (“indemnitor”) makes a
payment of interest to another Company (“Indemnitee”) under this Agreement with
respect to the period from the date that the indemnitee made a payment of Tax
to a Tax Authority to the date that the indemnitor reimbursed the indemnitee
for such Tax payment, the interest payment shall be treated as interest expense
to the indemnitor (deductible to the extent provided by law) and as interest
income by the indemnitee (includable in income to the extent provided by
law).  The amount of the payment shall
not be adjusted to take into account any associated Tax benefit to the
indemnitor or increase in Tax to the indemnitee.


 


SECTION 9.             LATE
PAYMENTS.


 


                Any amount owed by
one party to another party under this Agreement which is not paid when due
shall bear interest at the Prime Rate plus two percent, compounded
semiannually, from the due date of the payment to the date paid.  To the extent interest required to be paid
under this Section 9 duplicates interest required to be paid under any
other provision of this Agreement, interest shall be computed at the higher of
the interest rate provided under this Section 9 or the interest rate
provided under such other provision.


 


SECTION 10.         EXPENSES.


 


                Except as provided
in Section 11, each party and its Affiliates shall bear their own expenses
incurred in connection with preparation of Tax Returns, Tax Contests, and other
matters related to Taxes under the provisions of this Agreement.


 


SECTION
11.         GENERAL PROVISIONS.


11.1      Addresses and Notices.  Any notice, demand, claim, or other
communication under this Agreement shall be in writing and shall be deemed to
have 


 


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been given upon the
delivery or mailing hereof, as the case may be, if delivered personally or sent
by certified mail, return receipt requested, postage prepaid, to the parties at
the following addresses (or at such other address as a party may specify by
notice to the other):


 


	
  If
  to DSPGI, to:

  	
   

  	
  DSP
  Group Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  _______________, DSP Group Inc.

  
	
   

  	
   

  	
   

  
	
  If
  to Ceva, to:

  	
   

  	
  Ceva,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  _______________, Ceva, Inc.

  



 


11.2      Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns.


11.3      Waiver.  No failure by any party to insist upon the strict performance of
any obligation under this Agreement or to exercise any right or remedy under
this Agreement shall constitute waiver of any such obligation, right, or remedy
or any other obligation, rights, or remedies under this Agreement.


11.4      Invalidity of Provisions.  If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.


11.5      Further Action.  The parties shall execute and deliver all
documents, provide all information, and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement,
including the execution and delivery to the other parties and their Affiliates
and representatives of such powers of attorney or other authorizing
documentation as is reasonably necessary or.


11.6      Integration.  This Agreement and the other agreements,
including the Separation Agreement, being entered into concurrently herewith,
constitute the entire agreement among the parties pertaining to the subject
matter hereof and thereof and supersedes all prior agreements and
understandings pertaining thereto.


11.7      Construction.  The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be
strictly construed for or against any party.


11.8      No Double Recovery Subrogation.  No provision of this Agreement shall be
construed to provide an indemnity or other recovery for any costs, damages, or
other amounts for which the damaged party has been fully compensated under any
other 


 


11

















 


provision of this Agreement or under any other
agreement or action at law or equity. 
Unless expressly required in this Agreement, a party shall not be
required to exhaust all remedies available under other agreements or at law or
equity before recovering under the remedies provided in this Agreement.  Subject to any limitations provided in this
Agreement, the indemnifying party shall be subrogated to all rights of the
indemnified party for recovery from any third party.


11.9      Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same instrument.


11.10    Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.


IN WITNESS WHEREOF, each
of the parties has caused this Agreement to be executed on its behalf by its
officers thereunto duly authorized, all as of the day and year first written
above.


 


	
   

  	
  DSP GROUP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CEVA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  



 


 


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