Filed by Bowne Pure Compliance



 




Exhibit 10.6




CEVA, INC.



(originally known as DSP CORES, INC. and formerly known as CORAGE, INC. and PARTHUSCEVA, INC.)




2000 STOCK INCENTIVE PLAN

(amended and restated on May 15, 2007)




1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract and retain
the best available personnel, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business.




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




(i) “Administrator” means the Board or any of the Committees appointed to administer the Plan.



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



(iii) “Applicable Laws” means the legal requirements relating to the administration of stock
incentive 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.



(iv) “Assumed” means that (i) pursuant to a Corporate Transaction defined in Section
2(xvii)(i), 2(xvii)(ii) or 2(xvii)(iii) or a Related Entity Disposition, the contractual
obligations represented by the Award are expressly assumed (and not simply by operation of law) by
the successor entity or its Parent (or an affiliate thereof) in connection with the Corporate
Transaction or Related Entity Disposition with appropriate adjustments to the number and type of
securities of the successor entity or its Parent (or an affiliate thereof) subject to the option
and the exercise price thereof which at least preserves the compensation element of the option
existing at the time of such Corporation Transaction or Related Entity Disposition as determined in
accordance with the instruments evidencing the agreement to assume the option or (ii) pursuant to a
Corporate Transaction defined in Section 2(xvii)(iv) or 2(xvii)(v) or a Change in Control, the
Award is affirmed by the Company. The determination of Award comparability shall be made by the
Administrator and its determination shall be final, binding and conclusive.



(v) “Award” means the grant of an Option, Restricted Stock, or other right or benefit under
the Plan.



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




(vii) “Board” means the Board of Directors of the Company.


 


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(viii) “Cause” means, with respect to the termination by the Company, DSP Group, Inc. or a
Related Entity of the Grantee’s Continuous Service, that such termination is for
“Cause” as such term is expressly defined in a then-effective written agreement between the
Grantee and the Company, DSP Group, Inc. or such Related Entity, or in the absence of such
then-effective written agreement and definition, is based on, in the determination of the
Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith
and to the detriment of the Company, DSP Group, Inc. or a Related Entity; (ii) dishonesty,
intentional misconduct or material breach of any agreement with the Company, DSP Group, Inc. or a
Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical
or emotional harm to any person.



(ix) “Change in Control” means a change in ownership or control of the Company after the
Registration Date effected through either of the following transactions other than any such
transaction also constituting the Separation:



(a) 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



(b) a change in the composition of the Board over a period of thirty-six (36) months or less
such that a majority of the Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who are Continuing Directors.




(x) “Code” means the Internal Revenue Code of 1986, as amended.




(xi) “Committee” means any committee appointed by the Board to administer the Plan.




(xii) “Common Stock” means the common stock of the Company.




(xiii) “Company” means Ceva, Inc., a Delaware corporation and any successor to the Company.



(xiv) “Consultant” means any person (other than an Employee or a Director, solely with respect
to rendering services in such person’s capacity as a Director) who is engaged by the Company, DSP
Group, Inc. or any Related Entity to render consulting or advisory services to the Company, DSP
Group, Inc. or such Related Entity.



(xv) “Continuing Directors” means members of the Board who either (i) have been Board members
continuously for a period of at least thirty-six (36) months or (ii) have been Board members for
less than thirty-six (36) 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.


 


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(xvi) “Continuous Service” means that the provision of services to the Company, DSP Group,
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 among the Company, DSP Group, 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, DSP Group, 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. For purposes of each Incentive Stock Option granted under the Plan, if
such leave exceeds ninety (90) days, and reemployment upon expiration of such leave is not
guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a
Non-Qualified Stock Option on the day three (3) months and one (I) day following the expiration of
such ninety (90) day period.



(xvii) “Corporate Transaction” means any of the following transactions other than any such
transaction also constituting the Separation:



(a) 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;



(b) 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);




(c) the complete liquidation or dissolution of the Company;



(d) 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



(e) 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.



(xviii) “Covered Employee” means an Employee who is a “covered employee” under Section
162(m)(3) of the Code.



(xix) “Director” means a member of the Board or the board of directors of DSP Group, Inc. or
any Related Entity.


 


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(xx) “Disability” has the meaning given under the long-term disability policy of the Company,
DSP Group, Inc. or the Related Entity to which the Grantee provides services regardless of whether
the Grantee is covered by such policy. If the Company, DSP Group, Inc.
or the Related Entity to which the Grantee provides service does not have a long-term
disability plan in place, “Disability” means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment. A Grantee will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to satisfy the
Administrator in its discretion.



(xxi) “Employee” means any person, including an Officer or Director, who is in the employ of
the Company, DSP Group, Inc. or any Related Entity, subject to the control and direction of the
Company, DSP Group, Inc. or any Related Entity as to both the work to be performed and the manner
and method of performance. The payment of a director’s fee by the Company, DSP Group, Inc. or a
Related Entity shall not be sufficient to constitute “employment” by the Company.




(xxii) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



(xxiii) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:



(a) 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 Global 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 Capital 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



(b) 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.



(xxiv) “Grantee” means an Employee, Director or Consultant who receives an Award under the
Plan.



(xxv) “Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in
law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any
person sharing the Grantee’s household (other than a tenant or employee), a trust in which these
persons (or the Grantee) have more than fifty percent (50%) of the beneficial interest, a
foundation in which these persons (or the Grantee) control the management of assets, and any other
entity in which these persons (or the Grantee) own more than fifty percent (50%) of the voting
interests.



(xxvi) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code.


 


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(xxvii) “Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive
Stock Option.



(xxviii) “Officer” means a person who is an officer of the Company, DSP Group, Inc. or a
Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.



(xxix) “Option” means an option to purchase Shares pursuant to an Award Agreement granted
under the Plan.



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



(xxxi) “Performance-Based Compensation” means compensation qualifying as “performance-based
compensation” under Section 162(m) of the Code.




(xxxii) “Plan” means this 2000 Stock Incentive Plan.



(xxxiii) “Registration Date” means the first to occur of (i) the closing of the first sale to
the general public pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended, of (A) the Common
Stock or (B) the same class of securities of a successor corporation (or its Parent) issued
pursuant to a Corporate Transaction in exchange for or in substitution of the Common Stock; and
(ii) in the event of a Corporate Transaction, the date of the consummation of the Corporate
Transaction if the same class of securities of the successor corporation (or its Parent) issuable
in such Corporate Transaction shall have been sold to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or prior to the date of consummation of such Corporate
Transaction.



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



(xxxv) “Related Entity Disposition” means the sale, distribution or other disposition by the
Company or a Parent or a Subsidiary of the Company of all or substantially all of the interests of
the Company or a Parent or a Subsidiary of the 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 or a Parent or a Subsidiary of the Company.



(xxxvi) “Restricted Stock” means Shares issued under the Plan to the Grantee for such
consideration, if any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as established by the
Administrator.


 


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(xxxvii) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.



(xxxviii) “Separation” means the distribution of all or substantially all of the shares of
capital stock of the Company held by DSP Group, Inc. to the stockholders of DSP Group, Inc.




(xxxix) “Share” means a share of the Common Stock.



(xl) “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.



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




3. Stock Subject to the Plan.



(i) Subject to the provisions of Section 10 below, the maximum aggregate number of Shares
which may be issued pursuant to all Awards (including Incentive Stock
Options) is 2,712,558 Shares
(all share numbers in this Plan reflect the adjustments from actions taken in connection with the
spin-off of Ceva from DSP Group, Inc.). The Shares may be authorized, but unissued, or reacquired
Common Stock.



(ii) 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. 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.




(i) Plan Administrator.



(a) Administration with Respect to Directors and Officers. On or after the Registration Date,
with respect to grants of Awards to Directors or Employees who are also Officers or Directors, 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 and to permit
such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange
Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. Prior to the Registration Date, with
respect to grants of Awards to Directors or Employees who are also Officers or Directors, 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.


 


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(b) Administration With Respect to Consultants and Other Employees. With respect to grants of
Awards to Employees or Consultants who are neither Directors nor Officers, 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.



(c) Administration With Respect to Covered Employees. Notwithstanding the foregoing, as of
and after the date that the exemption for the Plan under Section 162(m) of the Code expires, as set
forth in Section 18 herein, grants of Awards to any Covered Employee intended to qualify as
Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee)
which is comprised solely of two or more Directors eligible to serve on a committee making Awards
qualifying as Performance-Based Compensation. In the case of such Awards granted to Covered
Employees, references to the “Administrator” or to a “Committee” shall be deemed to be references
to such Committee or subcommittee.



(d) Officer Authorization to Grant Awards. The Board may authorize one or more Officers to
grant Awards subject to such limitations as the Board determines from time to time.



(ii) Multiple Administrative Bodies. The Plan may be administered by different bodies with
respect to Directors, Officers, Consultants, and Employees who are neither Directors nor Officers.



(iii) 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:



(a) to select the Employees, Directors and Consultants to whom Awards may be granted from time
to time hereunder;




(b) to determine whether and to what extent Awards are granted hereunder,



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




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




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



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


 


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(g) 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;



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



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



5. Eligibility. Awards other than Incentive Stock Options may be granted to Employees,
Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company
or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant who has been
granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted
to such Employees, Directors or Consultants who are residing in foreign jurisdictions as the
Administrator may determine from time to time.




6. Terms and Conditions of Awards.



(i) Type of Awards. The Administrator is authorized under the Plan to award any type of
arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of
the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) an
Option, or similar right with a fixed or variable price related to the Fair Market Value of the
Shares and with an exercise or conversion privilege related to the passage of time, the occurrence
of one or more events, or the satisfaction of performance criteria or other conditions, or (iii)
any other security with the value derived from the value of the Shares. Such awards include,
without limitation, Options, or sales or bonuses of Restricted Stock, and an Award may consist of
one such security or benefit, or two (2) or more of them in any combination or alternative.



(ii) Designation of Award. Each Award shall be designated in the Award Agreement. In the
case of an Option, the Option shall be designated as either an Incentive Stock Option or a
Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Options
which become exercisable for the first time by a Grantee during any calendar year (under all plans
of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of
the Shares covered thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of the Shares shall be determined as of the
grant date of the relevant Option.


 


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(iii) 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.



(iv) 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.



(v) 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.



(vi) Individual Option Limit. Following the date that the exemption from application of
Section 162(m) of the Code described in Section 18 (or any exemption having similar effect) ceases
to apply to Awards, the maximum number of Shares with respect to which Options may be granted to
any Grantee in any fiscal year of the Company shall be eight hundred thousand (800,000) Shares. In
connection with a Grantee’s commencement of Continuous Service, a Grantee may be granted Options
for up to an additional eight hundred thousand (800,000) Shares which shall not count against the
limit set forth in the previous sentence. The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company’s capitalization pursuant to Section
10, below. To the extent required by Section 162(m) of the Code or the regulations thereunder, in
applying the foregoing limitations with respect to a Grantee, if any Option is canceled, the
canceled Option shall continue to count against the maximum number of Shares with respect to which
Options may be granted to the Grantee. For this purpose, the repricing of an Option shall be
treated as the cancellation of the existing Option and the grant of a new Option.



(vii) Early Exercise. The Award Agreement may, but need not, include a provision whereby the
Grantee may elect at any time while an Employee, Director or Consultant 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.



(viii) Term of Award. The term of each Award shall be the term stated in the Award Agreement,
provided, however, that the term of an Incentive Stock Option shall be no more than ten (10) years
from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a
Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five (5)
years from the date of grant thereof or such shorter term as may be provided in the Award
Agreement.


 


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(ix) Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the Grantee, only by the
Grantee; provided, however, that the Grantee may designate a beneficiary of the Grantee’s Incentive
Stock Option in the event of the Grantee’s death on a beneficiary designation form provided by the
Administrator. Other Awards shall be transferred by will and by the laws of descent and
distribution, and during the lifetime of the Grantee, by gift and or pursuant to a domestic
relations order to members of the Grantee’s Immediate Family to the extent and in the manner
determined by the Administrator.



(x) 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, Director or Consultant 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.



(i) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be
as follows:




(a) In the case of an Incentive Stock Option:



(1) granted to an Employee who, at the time of the grant of such Incentive Stock Option owns
stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be not less than one
hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or



(2) granted to any Employee other than an Employee described in the preceding paragraph, the
per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.



(b) In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.



(c) In the case of Awards intended to qualify as Performance-Based Compensation, the exercise
or purchase price, if any, shall be not less than one hundred percent (100%) of the Fair Market
Value per Share on the date of grant.



(d) In the case of other Awards, such price as is determined by the Administrator.


 


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(e) Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award
issued pursuant to Section 6(d), above, the exercise or purchase price for the Award shall be
determined in accordance with the principles of Section 424(a) of the Code.



(ii) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares
to be issued upon exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined
at the time of grant). 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:



(a) cash;



(b) check;



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



(d) if the exercise or purchase occurs on or after the Registration Date, 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);



(e) with respect to Options, if the exercise occurs on or after the Registration Date, 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




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



(iii) 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 or the
disqualifying disposition of Shares received on exercise of an Incentive Stock Option. Upon
exercise of an Award the Company shall withhold or collect from Grantee an amount sufficient to
satisfy such tax obligations.


 


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8. Exercise of Award.




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



(a) 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.



(b) 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.




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



(a) 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.



(b) 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) Any Award designated as an Incentive Stock Option to the extent not exercised within the
time permitted by law for the exercise of Incentive Stock Options following the termination of a
Grantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms for the period
specified in the Award Agreement.




9. Conditions Upon Issuance of Shares.



(i) 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.



(ii) 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.


 


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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, the maximum number of Shares with respect to which Options may be granted to any
Grantee in any fiscal year of the Company, 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, or similar transaction affecting the Shares, (ii)
any other increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company, or (iii) any other transaction with respect to Common Stock to which
Section 424(a) of the Code applies or a similar transaction; 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 Committee 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 Committee shall not be obligated to make any such adjustments or take any such action
hereunder.




11. Corporate Transactions/Changes in Control/Related Entity Dispositions/Buyouts.




(i) Termination of Award to Extent Not Assumed.



(a) Corporate Transaction. Upon the occurrence of a Corporate Transaction, or the execution
by the Company of any agreement with respect to a Corporate Transaction, all outstanding Awards
under the Plan shall be Assumed, or equivalent awards shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof). Effective upon the consummation of a Corporate
Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall
not terminate to the extent they are Assumed in connection with the Corporate Transaction.



(b) Related Entity Disposition. Upon the occurrence of a Related Entity Disposition, or the
execution by the Company of any agreement with respect to a Related Entity Disposition, all
outstanding Awards under the Plan shall be Assumed, or equivalent awards shall be substituted, by
the Related Entity involved in such Related Entity Disposition. Effective upon the consummation of
a Related Entity Disposition, for purposes of the Plan and all Awards, there shall be a deemed
termination of Continuous Service of each Grantee who is at the time engaged primarily in service
to the Related Entity involved in such Related Entity
Disposition and each Award of such Grantee which is at the time outstanding under the Plan
shall be exercisable in accordance with the terms of the Award Agreement evidencing such Award.
However, such Continuous Service shall not be deemed to terminate as to the portion of any such
award that is Assumed.


 


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(c) Change in Control. Upon the occurrence of a Change in Control, or the execution by the
Company of any agreement with respect to a Change in Control, all outstanding Awards under the Plan
shall be Assumed.



(ii) Acceleration of Award Upon Corporate Transaction/Change in Control/Related Entity
Disposition.



(a) Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in
the event of a Corporate Transaction, for the portion of each Award that is not Assumed, such
portion of the Award shall automatically become fully vested and exercisable and be released from
any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value)
for all of the Shares at the time represented by such portion of the Award, immediately prior to
the specified effective date of such Corporate Transaction.



(b) Change in Control. Except as provided otherwise in an individual Award Agreement, in the
event of a Change in Control (other than a Change in Control which also is a Corporate
Transaction), for the portion of each Award that is not Assumed, such portion of the Award shall
automatically become fully vested and exercisable and be released from any repurchase or forfeiture
rights (other than repurchase rights exercisable at fair market value) for all of the Shares at the
time represented by such Award, immediately prior to the specified effective date of such Change in
Control.



(c) Related Entity Disposition. Except as provided otherwise in an individual Award
Agreement, effective upon the consummation of a Related Entity Disposition, for the portion of each
Award of a Grantee who is at the time engaged primarily in service to the Related Entity involved
in such Related Entity Disposition that is not Assumed, such portion of the Award of such Grantee
automatically shall become fully vested and exercisable and be released from any repurchase or
forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the
Shares at the time represented by such portion of the Award, immediately prior to the specified
effective date of such Related Entity Disposition.



(iii) Buyouts. Effective upon the date the Board determines not to proceed with the
Separation or terminates the Plan prior to the Separation pursuant to Section 13, below, the
Company shall have the right exercisable at any time to (a) terminate all Awards outstanding under
the Plan in exchange for a payment to each Grantee whose Continuous Service has not terminated and
who holds a partially or fully vested Award as of the date the Company exercises this right an
amount in cash (or property equal in value to such amount as determined by the Board) equal to the
difference in the aggregate exercise price of the vested Shares subject to the Grantee’s Award and
the Fair Market Value of such vested Shares (as determined by the Board) as of the date of such
exercise by the Company or (b) terminate all Awards outstanding under the Plan and replace each
Award with a comparable Award with respect to shares of capital stock of DSP Group, Inc. or any of its affiliates or with a cash incentive



 


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program of DSP Group, Inc.
or any of its affiliates which reasonably preserves the compensation element of such Award existing
at the time of the termination of the Plan and provides for subsequent payout in accordance with a
reasonably comparable vesting schedule applicable to such Award; provided, however, that if the
aggregate exercise price of the vested Shares subject to the Grantee’s Award is greater than the
Fair Market Value of such vested Shares as of the date of such exercise of its right by the
Company, the Award shall terminate and the Company shall have no obligation to make any payment or
provide a replacement award to such Grantee. All Awards held by a Grantee whose Continuous Service
terminated for any reason prior to the Company’s exercise of its right under this Section 11(iii)
shall terminate automatically upon the Company’s exercise of such right and the Company shall have
no obligation to make any payment to such Grantee.



(iv) Effect of Acceleration on Incentive Stock Options. The portion of any Incentive Stock
Option accelerated under this Section 11 in connection with a Corporate Transaction, Change in
Control or Related Entity Disposition shall remain exercisable as an Incentive Stock Option under
the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not
exceeded. To the extent such dollar limitation is exceeded, the accelerated excess portion of such
Option shall be exercisable as a Non-Qualified Stock Option.



12. Effective Date and Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the Company. It shall
continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17,
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.



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



(iii) 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.



(i) 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.


 


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(ii) 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/Consulting 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, and with or without notice. The Company’s ability to terminate
the employment of a Grantee who is employed at will is in no way affected by its determination that
the Grantee’s Continuous Service has been terminated for Cause for the purposes of this Plan.



16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a
retirement or other benefit plan of the Company, DSP Group, Inc. or a Related Entity, Awards shall
not be deemed compensation for purposes of computing benefits or contributions under any retirement
plan of the Company, DSP Group, Inc. 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 July 19, 2000 and adopted by the
stockholders of the Company on November 20, 2000.



18. Effect of Section 162(m) of the Code. Section 162(m) of the Code does not apply to the
Plan prior to the Registration Date. Following the Registration Date, the Plan, and all Awards
issued thereunder, are intended to be exempt from the application of Section 162(m) of the Code,
which restricts under certain circumstances the Federal income tax deduction for compensation paid
by a public company to named executives in excess of $1 million per year. The exemption is based
on Treasury Regulation Section 1.162-27(f), in the form existing on the effective date of the Plan,
with the understanding that such regulation generally exempts from the application of Section
162(m) of the Code compensation paid pursuant to a plan that existed before a company becomes
publicly held. Under such Treasury Regulation, this exemption is available to the Plan for the
duration of the period that lasts until the earlier of (i) the expiration of the Plan, (ii) the
material modification of the Plan, (iii) the exhaustion of the maximum number of shares of Common
Stock available for Awards under the Plan, as set forth in Section 3(a), (iv) the first meeting of
stockholders at which directors are to be elected that occurs after the close of the third calendar
year following the calendar year in which the Company first becomes subject to the reporting
obligations of Section 12 of the Exchange Act, or (v) such other date required by Section 162(m) of
the Code and the rules and regulations promulgated thereunder. The Committee may, without
stockholder approval, amend the Plan retroactively and/or prospectively to the extent it determines
necessary in order to comply with any subsequent clarification of Section 162(m) of the Code
required to preserve the Company’s Federal income tax deduction for compensation paid pursuant to
the Plan. To the extent that the Administrator determines as of the date of grant of an Award that
(i) the Award is intended to qualify as Performance-Based Compensation and (ii) the exemption
described above is no longer
available with respect to such Award, such Award shall not be effective until any stockholder
approval required under Section 162(m) of the Code has been obtained.




 


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