Exhibit
      10.1


    


    CEVA,
      INC.

    2006
      EXECUTIVE BONUS PLAN

    


     

    1.
      PURPOSE; PERFORMANCE PERIOD

    


    The
      purpose of this CEVA, Inc. 2006 Executive Bonus Plan (the “Bonus Plan”) is to
      provide cash incentives to eligible employees of CEVA, Inc. (the “Company”)
      based on the Company’s annual revenue and operating income as well as individual
      performance. The Bonus Plan shall be effective for the Company’s 2006 fiscal
      year, which begins January 1, 2006 and ends December 31, 2006 (the “Performance
      Period”).

    


    2.
      PARTICIPANTS

    


    The
      individuals eligible to participate in the Bonus Plan are employees of the
      Company who hold the position of manager or more senior, as well as other key
      employees of the Company, as determined by the Compensation Committee of the
      Company’s Board of Directors (the “Committee”).

    


    3.
      ADMINISTRATION

    


    (a) The
      Committee is responsible for administering the Bonus Plan. Subject to the
      express provisions and limitations set forth in the Bonus Plan, the Committee
      shall be authorized and empowered to do all things necessary or desirable,
      in
      its sole discretion, in connection with the administration of the Bonus Plan,
      including, without limitation, the following:

    


    (i)
      To
      prescribe, amend and rescind rules and regulations relating to the Bonus Plan
      and to define terms not otherwise defined herein;

    


    (ii)
      To
      determine which employees are eligible to participate in the Bonus
      Plan;

    


    (iii)
      To
      make determinations regarding (1) the Company’s financial performance, and (2)
      any other Company or individual performance goals or other conditions applicable
      to the payment of bonuses under the Bonus Plan;

    


    (iv)
      To
      prescribe and amend the terms of any agreements or other documents under the
      Bonus Plan (which need not be identical);

    


    (v)
      To
      determine whether, and the extent to which, adjustments are required pursuant
      to
      Section 4;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (vi)
      To
      interpret and construe the Bonus Plan, any rules and regulations under the
      Bonus
      Plan, and the terms and conditions of any bonus opportunities provided
      hereunder, and to make exceptions to any such provisions in good faith and
      for
      the benefit of the Company; and

    


    (vii)
      To
      make all other determinations deemed necessary or advisable for the
      administration of the Bonus Plan.

    


    (b)
       All
      decisions, determinations and interpretations by the Committee regarding the
      Bonus Plan are final and binding on all Bonus Plan participants.

    


    4.
      BONUS
      DETERMINATION

    


    (a)  Target
      Bonus.
      Each
      Bonus Plan participant is eligible to receive a cash bonus for the Performance
      Period (the “Target Bonus”) based upon Company financial performance and
      individual performance for such Performance Period. Unless otherwise determined
      by the Committee, the Target Bonus for each participant, expressed as a percent
      of base salary paid during the Performance Period, is as follows: 

    


    
      	(i)  	
              Chief
                Executive Officer: 50%

            


    

    
      	(ii)  	
              Vice
                Presidents and above: 35%

            


    

    
      	(iii)  	
              Directors:
                20%

            


    

    
      	(iv)  	
              Managers:
                15%

            


    

    
      	(v)  	
              Other
                key contributors: 10%

            


    

    


    (b)  Company/Individual
      Performance Components.
      For
      each Bonus Plan participant, the Target Bonus consists of two components, a
      Company financial component and an individual performance component, weighted
      as
      follows: (i) in the case of the Chief Executive Officer and Vice Presidents
      and
      above, 75% for Company financial performance and 25% for individual performance;
      and (ii) for all other Bonus Plan participants, 50% for Company financial
      performance and 50% for individual performance. The Company financial
      performance component itself consists of two components, a revenue component
      and
      an operating income component, weighted 40% and 60%, respectively. Individual
      performance is determined by the Committee, in its discretion, taking into
      account such factors as it deems relevant to such determination including,
      but
      not limited to, achievement of qualitative and/or quantitative milestones and
      objectives. Company financial performance is based on attainment of revenue
      and
      operating income targets set by the Committee in accordance with the operating
      budget approved by the Company’s Board of Directors for the Company’s 2006
      fiscal year, provided that (i) the Committee retains the discretion to take
      extraordinary events into account for purposes of determining the Company’s
      financial performance for the Performance Period, and (ii) expenses attributable
      to equity compensation under FAS 123R are to be disregarded for purposes of
      determining operating income. 

    


    (c)
          
      Bonus
      Payment.
      The
      bonus amount for any particular Bonus Plan participant is the sum of (i) the
      participant’s Target Bonus multiplied by the applicable Company financial
      component percentage, plus (ii) the participant’s Target Bonus multiplied by the
      applicable individual performance component, adjusted by the Committee, in
      its
      sole discretion, based upon its assessment of the participant’s performance for
      the Performance Period. No bonuses shall be paid unless the Company meets or
      exceeds both the revenue and operating income targets for the Performance
      Period. Notwithstanding the forgoing, the Committee reserves the right to make
      discretionary bonus payments under this Bonus Plan taking into account such
      factors as it deems appropriate including, but not limited to unforeseen changes
      to the Company’s business plan and/or Company and/or individual performance
      other than as specified above.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.
      PAYMENT OF BONUSES

    


    Bonus
      payments are made in cash. The payment of a bonus requires that participant
      be
      on the Company’s payroll as of the last day of the Performance Period. The
      Committee may make exceptions to this requirement in its sole discretion.


    


    6.
      TAX
      WITHHOLDING

    


    All
      payments or distributions pursuant to the Bonus Plan shall be subject to
      applicable federal, state and local tax and other withholding obligations.
      

    


    7.
      NON-ASSIGNABILITY

    


    Unless
      the Committee expressly states otherwise, no participant in the Bonus Plan
      may
      sell, assign, convey, gift, pledge or otherwise hypothecate or alienate any
      bonus opportunity or amounts determined by the Committee to be payable under
      the
      Bonus Plan, until such amounts (if any) are actually paid.

    


    8.
      EMPLOYMENT AT WILL

    


    Neither
      eligibility or participation in the Bonus Plan nor any action by the Company
      or
      the Committee shall be held or construed to confer upon any person any right
      to
      be continued in the employ of the Company. The Company expressly reserves the
      right to discharge any participant whenever in the sole discretion of the
      Company its interest may so require.

    


    9.
      NO
      VESTED INTEREST OR RIGHT

    


    At
      no
      time before the actual payout of a bonus to any participant under the Bonus
      Plan
      shall any participant accrue any vested interest or right whatsoever under
      the
      Bonus Plan, and the Company has no obligation to treat participants identically
      under the Bonus Plan.

    


    10.
      GOVERNING LAW

    


    The
      Bonus
      Plan and any agreements and documents hereunder shall be interpreted and
      construed in accordance with the laws of the State of California and applicable
      federal law.