Exhibit 10.42



DSP GROUP, INC. 2001 STOCK INCENTIVE PLAN



APPENDIX A - ISRAEL



NOTICE OF STOCK OPTION AWARD



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|Grantees Name and Address: |  | Boaz Edan
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You have been granted
an option to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the Notice), the DSP Group, Inc. 2001 Stock Incentive Plan, as amended from time to time (the Plan), the
Appendix A  Israel to the Plan (the Appendix) and the Stock Option Award Agreement (the Option Agreement) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan and the Appendix
shall have the same defined meanings in this Notice.



|                                                            |  |                               
|----------------------------------------------------------- |  | ------------------------------
|Award Number                                                |  |                               
|                                                            | 
|Date of Award                                               |  |                               
|                                                            | 
|Vesting Commencement Date                                   |  |                               
|                                                            | 
|Exercise Price per Share                                    |  | $                             
|                                                            | 
|Total Number of Shares Subject to the Option (the Shares) |  |                               
|                                                            | 
|Total Exercise Price                                        |  | $                             
|                                                            | 
|Type of Option:                                             |  | Approved 102 Option:          
|                                                            | 
|                                                            |  | Capital Gain Option (CGO) ; or
|                                                            | 
|                                                            |  | Ordinary Income Option (OIO)  
|                                                            | 
|                                                            |  | Unapproved 102 Option         
|                                                            | 
|                                                            |  | 3(i) Option                   
|                                                            | 
|Expiration Date:                                            |  |                               
|                                                            | 
|Post-Termination Exercise Period:                           |  | Three (3) Months              



Vesting Schedule:



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



25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 6.25% of the Shares subject to the Option shall vest at the end of each three (3) month period thereafter.



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In the event the Grantees Continuous Service is terminated (a) by the Company without Cause or (b)
as a result of the Grantees death or Disability, the Option shall become fully vested and exercisable for all of the Shares at the time represented by the Option.



During any authorized leave of absence, the vesting of the Option as provided in this schedule shall be suspended after the
leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the Grantees termination of the leave of absence and return to service to the Company or a Related Entity. The Vesting Schedule of the Option shall
be extended by the length of the suspension.



In the event of
the Grantees change in status from Employee to Consultant or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, vesting of the Option shall
continue only to the extent determined by the Administrator as of such change in status.



In the event of termination of the Grantees Continuous Service for Cause, the Grantees right to exercise the Option shall terminate concurrently with the termination of the Grantees Continuous
Service, except as otherwise determined by the Administrator.



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



DSP Group, Inc., a Delaware corporationBy:Title:




THE GRANTEE
ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEES CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE
GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, THE PLAN OR THE APPENDIX SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEES CONTINUOUS SERVICE, NOR SHALL
IT INTERFERE IN ANY WAY WITH THE GRANTEES RIGHT OR THE RIGHT OF THE GRANTEES EMPLOYER TO TERMINATE GRANTEES CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS
A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEES STATUS IS AT WILL.



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The Grantee acknowledges receipt of a copy of the Plan, the Appendix and the Option Agreement, and
represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, the Appendix and the Option
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan, the Appendix and the Option Agreement. The Grantee hereby agrees that
all disputes arising out of or relating to this Notice, the Plan, the Appendix and the Option Agreement shall be resolved in accordance with Section 13 of the Option Agreement. The Grantee further agrees to notify the Company upon any change in the
residence address indicated in this Notice.



|       |  |  |  |         |  |        
|------ |  |  |  | ------- |  | -------
|Dated: |  |  |  | Signed: |  |        
|       |  |  |  |         |  | Grantee





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Award Number:



DSP GROUP, INC. 2001 STOCK INCENTIVE PLAN



APPENDIX A - ISRAEL



STOCK OPTION AWARD AGREEMENT



1. Grant of Option. DSP Group, Inc., a Delaware corporation (the
Company), hereby grants to the Grantee (the Grantee) named in the Notice of Stock Option Award (the Notice), an option (the Option) to purchase the Total Number of Shares of Common Stock subject to the
Option (the Shares) set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the Exercise Price) subject to the terms and provisions of the Notice, this Stock Option Award Agreement (the Option
Agreement), the Companys 2001 Stock Incentive Plan, as amended from time to time (the Plan), and the Appendix A  Israel to the Plan (the Appendix), which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan and the Appendix shall have the same defined meanings in this Option Agreement.



2. Exercise of Option.



(a) Right to Exercise. The Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan, the Appendix and this Option Agreement. The Option shall be subject to the provisions of Section 11 of the Plan relating to the exercisability or termination of the Option in the event of a Corporate Transaction,
Change in Control or Related Entity Disposition. The Grantee shall be subject to reasonable limitations on the number of requested exercises during any monthly or weekly period as determined by the Administrator. In no event shall the Company issue
fractional Shares.



(b) Method of Exercise. The Option
shall be exercisable only by delivery of an Exercise Notice (attached as Exhibit A) which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, and such other
provisions as may be required by the Administrator. The Exercise Notice shall be signed by the Grantee and shall be delivered in person, by certified mail, or by such other method as determined from time to time by the Administrator to the Company
accompanied by payment of the Exercise Price. The Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price, which, to the extent selected, shall be deemed to be satisfied by use of
the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 3(d), below.



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



(a) cash;



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(b) check;



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



(d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (i) 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 sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (ii) shall
provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction.



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



5. Termination or Change of Continuous Service. In the event the Grantee voluntarily terminates his or her Continuous Service, the Grantee may, to the extent otherwise so entitled at the date of such termination (the
Termination Date), exercise the Option during the Post-Termination Exercise Period. In the event the Grantees Continuous Service is terminated by the Company without Cause (also the Termination Date), the Option shall
become fully vested and exercisable for all of the Shares at the time represented by the Option and the Grantee may exercise the Option within two (2) years after the Termination Date (but in no event later than the Expiration Date). In the event of
termination of the Grantees Continuous Service for Cause, the Grantees right to exercise the Option shall, except as otherwise determined by the Administrator, terminate concurrently with the termination of the Grantees Continuous
Service (also the Termination Date). In no event shall the Option be exercised later than the Expiration Date set forth in the Notice. In the event of the Grantees change in status from Employee, Director or Consultant to any other
status of Employee, Director or Consultant, the Option shall remain in effect and vesting of the Option shall continue only to the extent determined by the Administrator as of such change in status. Except as provided in Sections 6 and 7 below, to
the extent that the Grantee is not entitled to exercise the Option on the Termination Date, or if the Grantee does not exercise the Option within the time specified herein, the Option shall terminate.



6. Disability of Grantee. In the event the Grantees Continuous
Service terminates as a result of his or her Disability, the Option shall become fully vested and exercisable for all of



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the Shares at the time represented by the Option and the Grantee may exercise the Option within two (2) years after the
Termination Date (but in no event later than the Expiration Date). If the Grantee does not exercise the Option within the time specified herein, the Option shall terminate.



7. Death of Grantee. In the event of the Grantees death, the unvested portion of the Option then in effect (if
any) shall become fully vested and exercisable and the Grantees estate, or a person who acquired the right to exercise the Option by bequest or inheritance, may exercise the Option within two (2) years after the date of death (but in no event
later than the Expiration Date). If the Option is not exercised within the time specified herein, the Option shall terminate.



8. Non-Transferability of Option and Shares.



(a) The Option may not be transferred in any manner other than by will or by the laws of descent and distribution and may be exercised during the lifetime
of the Grantee only by the Grantee. As long as the Option or Shares purchased pursuant thereto is held by the Trustee on behalf of the Grantee in accordance with Section 4 of the Appendix, all rights of the Grantee over the Shares are personal,
cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.



(b) If the Option is an Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated
thereunder, the Grantee shall not be entitled to sell or release from trust any Share received upon the exercise of an Approved 102 Option and/or any Share received subsequently following any realization of rights, including without limitation,
bonus shares, until the lapse of the Holding Period required under Section 102 of the Ordinance.



(c) If the Option is an Unapproved 102 Option and the Grantee ceases to be an Employee of the Company or any Affiliate, the Grantee shall extend to the
Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated thereunder.



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



10. Taxes.



(a) Any tax
consequences arising from the grant or exercise of the Option, from the payment for the Shares covered thereby or from any other event or act (of the Company and/or its Affiliates, the Trustee or the Grantee), hereunder, shall be borne solely by the
Grantee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at the source. Furthermore, the Grantee hereby agrees to
indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such taxes and any interest and penalties thereon, including without limitation, liabilities relating to the
necessity to withhold, or to have withheld, any such taxes from any payment made to the Grantee.



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(b) The Grantee will not be entitled to receive from the Company and/or the Trustee any Shares allocated
or issued upon the exercise of the Option prior to the full payment of the Grantees tax liabilities arising from the grant of the Options and/or the issuance of the Shares upon the exercise of the Option. For the avoidance of doubt, neither
the Company nor the Trustee shall be required to release any share certificate to the Grantee until all payments required to be made by the Grantee have been fully satisfied.



(c) With respect to Approved 102 Options, the Grantee hereby acknowledges that he or she is familiar with the provisions of
Section 102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted hereunder and the tax implications applicable to such grant. If the Option is an Approved 102 Option, the Grantee accepts the
provisions of the trust agreement signed between the Company and the Trustee, attached as Exhibit B hereto, and agrees to be bound by its terms.



11. Entire Agreement: Governing Law. The Notice, the Plan, the Appendix and this Option Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and the Notice and the Option Agreement may not be modified
adversely to the Grantees interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice, the Plan, the Appendix and this Option Agreement (except as expressly provided therein) is intended to confer any
rights or remedies on any persons other than the parties. The Notice, the Plan, the Appendix and this Option Agreement are to be construed in accordance with and governed by the internal laws of the State of Israel without giving effect to any
choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Israel to the rights and duties of the parties. Should any provision of the Notice, the Plan, the Appendix or this
Option Agreement be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.



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



13. Dispute Resolution. The provisions of this Section 13 shall be the exclusive means of resolving disputes arising out of or relating to the
Notice, the Plan, the Appendix and this Option Agreement. The Company, the Grantee, and the Grantees assignees (the parties) shall attempt in good faith to resolve any disputes arising out of or relating to the Notice, the Plan,
the Appendix and this Option Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the partys position and the name and
title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve



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the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding
arising out of or relating to the Notice, the Plan, the Appendix or this Option Agreement shall be brought in the courts of Tel-Aviv, Israel and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the
fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to
make it or its application valid and enforceable.



14.
Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the Israeli mail by certified mail (if the parties are within Israel) or upon
deposit for delivery by an internationally recognized express mail courier service (for international delivery of notice), with postage and fees prepaid, addressed to the other party at its address as shown beneath its signature in the Notice, or to
such other address as such party may designate in writing from time to time to the other party.



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EXHIBIT A



DSP GROUP, INC. 2001 STOCK INCENTIVE PLAN



EXERCISE NOTICE



DSP Group, Inc.

3120 Scott Boulevard

Santa Clara, CA 95054

Attention: Secretary



1. Exercise of Option. Effective as of today,
,  the undersigned (the
Grantee) hereby elects to exercise the Grantees option to purchase  shares of the Common Stock (the Shares) of DSP
Group, Inc. (the Company) under and pursuant to the Companys 2001 Stock Incentive Plan, as amended from time to time (the Plan), and the Stock Option Award Agreement (the Option Agreement), the Appendix A
 Israel to the Plan (the Appendix) and Notice of Stock Option Award (the Notice) dated
, . Unless
otherwise defined herein, the terms defined in the Plan and the Appendix shall have the same defined meanings in this Exercise Notice.



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



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



4. Delivery of Payment. The Grantee herewith delivers to the Company
the full Exercise Price for the Shares, which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 3(d) of the Option Agreement.



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



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6. Taxes. The Grantee agrees to satisfy all applicable tax withholding obligations and herewith
delivers to the Company the full amount of such obligations or has made arrangements acceptable to the Company to satisfy such obligations.



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



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



9. Dispute Resolution. The provisions of Section 13 of the Option Agreement shall be the exclusive means of resolving disputes arising out of or
relating to this Exercise Notice.



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



11. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the Israeli mail by certified mail (if the parties are within Israel) or upon deposit for delivery by an internationally recognized express mail courier service (for international delivery of notice), with postage and fees prepaid,
addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.



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



13. Entire Agreement. The Notice, the Plan, the Appendix and the Option Agreement are incorporated herein by reference and together with this Exercise Notice constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and the Notice, the Option Agreement and this Exercise Notice may
not be modified adversely to the Grantees interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice, the Plan, the Appendix, the Option Agreement and this Exercise Notice (except as expressly provided
therein) is intended to confer any rights or remedies on any persons other than the parties.



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|              |  |                                            |  | 
|------------- |  | ------------------------------------------ |  | 
|Submitted by: |  | Accepted by:                              
|              | 
|GRANTEE:      |  | DSP GROUP, INC.                           
|              |  |                                           
|              |  | By:                                        |  | 
|              |  | Title:                                     |  | 
|(Signature)   |  |                                            |  | 
|              | 
|Address:      |  | Address:                                  
|              |  | 3120 Scott Boulevard Santa Clara, CA 95054



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