Employment Agreement by and between Ofer Elyakim and DSP Group HK Ltd.



 Exhibit 10.40 
  

			
	

	 	
		 	 DSP Group HK Ltd.
 8/F The General Garment Bldg.

 100-110 Kwai Cheong Road
 Kwai Chung, NT, Hong
Kong


 April 16, 2008 
 PRIVATE & CONFIDENTIAL 
 Mr. Ofer Elyakim 
 (Hereinafter: The “Employee”) 
 HONG KONG 
 Employment offer as Senior VP & President, SEA 
 We are pleased to offer you the above appointment subject to the terms and
conditions as set out below: 
  

	1.	Position 

 Your position will be Senior
VP & President, SEA. In undertaking your employment, you may be required to undertake other appropriate or additional duties necessary to give effect to the operational requirements of the Company. 
  

	2.	Location 

 Your work location will be in Hong Kong.
You will also be required to travel to other places and countries where necessary. 
  

	3.	Commencement Date 

 The commencement date is
May 1 2008, subject to receiving working visa in Hong Kong. 
  

	4.	Base Salary  

 Your monthly base salary will be
HK$115,150. 
  

	5.	Adaptation grant 

 You will receive one-time
Adaptation grant of HK$155,000. 
  

	6.	Annual Vacation Entitlement 

  

	 	6.1	Your annual vacation entitlement is 23 days. 

  

	 	6.2	Once per annum, the Company shall pay for return airplane tickets in business class for the employee and in economy class for his family to enjoy a holiday, the Company shall place
a hired car at the Employee’s disposal. 

  

	7.	Car Allowance  

 You will receive monthly Car
Allowance in the amount of HK$8,000. 









			
	

	 	
		 	 DSP Group HK Ltd.
 8/F The General Garment Bldg.

 100-110 Kwai Cheong Road
 Kwai Chung, NT, Hong
Kong


  


	8.	Children Education Allowance  

 You will receive
monthly Children Education Allowance. The sum shall be updated in each calendar educational year in accordance with changes in tuition fees at educational institutions in Hong Kong and in accordance with the children’s graduation from one class
/ kindergarten to another. This payment will be applicable based on actual invoices received from kindergarten/school. 
  

	9.	Reimbursement of Expenses 

  

	 	9.1	The company shall reimburse the Employee for the cost of taking out a driving license in Hong Kong. 

  

	 	9.2	The Company shall pay for the Employee’s use of a mobile telephone and a telephone in his apartment for the purposes of his work. 

 The Employee shall present an appropriate monthly report of these expenses. 
  

	 	9.3	The Company shall pay for the installation of a telephone line and an Internet connection in the Employee’s home and shall fund the monthly fee for the Internet connection.


  

	 	9.4	The employee shall present an appropriate monthly report of these expenses. 

  

	10.	Medical Insurance  

 During the employee Employment
Period, The Company shall take out medical insurance policies for the Employee and his family. 
  

	11.	Personal Effects  

 The Company shall bear the
expense incurred for the shipping and insurance of the Employee’s and his Accompanying Family Members’ personal effects from Home Country to Hong Kong up to the size of one, 30 cubic foot shipping container. 
  

	12.	Annual Bonus Plan 

 You may be eligible for the
Company’s annual bonus plan based upon the Company and individual’s performance. If you fully achieve your objectives, your potential bonus payout will be at least what it is today. 
 The deployment of annual bonus plan, the structure and the payment arrangement thereof are subject to the sole and full discretion of the management, and
the same may vary from time to time. 
  

	13.	Retirement Benefit Scheme 

 During your employment
in Hong Kong, you will be eligible to participate in the Company’s MPF Scheme. 









			
	

	 	
		 	 DSP Group HK Ltd.
 8/F The General Garment Bldg.

 100-110 Kwai Cheong Road
 Kwai Chung, NT, Hong
Kong


  


	14.	Salaries Tax 

 You will be responsible for the Hong
Kong Salaries Tax imposed on your earnings and benefits generated as a result of your employment with the Company. 
 As and when the job
requires, you may need to travel to countries outside Hong Kong. In this regard, the Company has a tax equalization policy. In general, an employee who becomes liable to personal income tax or salaries tax in such other countries solely due to
job-related business trips (and not due to residency) should neither gain nor loss under such policy. 
 However, the said tax equalization
arrangement is subject to your provision of all copies and supporting on your travel documents and records on a timely basis as required by the Company. Otherwise, you will be liable for payment of any personal income tax and salaries tax in other
countries, and also any penalty or consequence that may arise due to your failure to product such supporting documents. 
  

	15.	Termination 

  

	 	15.1	Either party may terminate this employment agreement by giving to the other party three (3) month’s notice in writing or by paying three (3) month’s wages (with
definition according to Hong Kong Employment Ordinance) in lieu of notice. 

  

	 	15.2	Within three months from the date of end of your employment, The Company shall bear the expense incurred for the shipping and insurance of the Employee’s and his Accompanying
Family Members’ personal effects from Hong Kong up to the size of one, 30 cubic foot shipping container. 

  

	 	15.3	If the employee resign from the company before completing 24 months of service the Company shall deduct the sum of all expenses paid for transferring the Employee and his family
from Home Country to Hong Kong from any sum due to the Employee. 

  

	16.	Secondary Employment 

 You will devote your whole
time and attention to your employment and will attend punctually at your place of duty during usual working hours, and such periods of overtime as may be necessary having regard to the exigencies of the Company’s business. You will not during
the term of your employment engage in any other employment or business without the previous consent in writing of the Company. 
  

	17.	Rules & Regulations 

 You are required to
observe local laws and norms, and the Company’s policies, procedures and other directives of the Company. If you are in breach of any rules and regulations of the Company, you shall be deemed to have breached this employment contract.

 You are also required to comply with the policies stipulated by the Company from time to time, including but not limited to the policies
published by the Company in our intranet and/or otherwise communicated to you through other means (which are subject to changes by the Company). 









			
	

	 	
		 	 DSP Group HK Ltd.
 8/F The General Garment Bldg.

 100-110 Kwai Cheong Road
 Kwai Chung, NT, Hong
Kong


  

 Other than the terms stated above, you are not entitled to any other benefits or compensation except
those mandatory benefits as stipulated by the Hong Kong Employment Ordinance or other laws and regulations. In addition, the Company reserves the right to vary the terms and conditions of employment to a reasonable extent if necessary. 

The Company may designate you to any offices, locations, departments, sections and may second or transfer you to other comparable jobs and to any of
our associated companies. 
  

	18.	Confidentiality 

 You shall not during your
employment or at any time thereafter (otherwise than in the proper performance of any duties herein) without the consent in writing of the Company being first obtained use for your own account publish, disclose or otherwise divulge to any person,
firm or company (and shall at all times use your best endeavors to prevent the publication or disclosure of) any information concerning the business, products, know-how, technology, accounts, finance, clients or customers of the Company, and upon
termination of your employment, you shall forthwith surrender to the Company all original and copy documents, samples or other items relating to any matter aforesaid. 
 You shall not during your employment or within 1 year thereafter directly or indirectly induce, entice or solicit, or attempt to induce, entice or solicit any person to terminate his or her employment or consulting
relationship with the Company. 
  

	
	/s/ Tali Chen
	Tali Chen
	DSP Group
	VP, Human Resources

 ACCEPTANCE OF THE OFFER 
 With my signature I accept the offer 
  

					
	________________________	  	/s/ Ofer Elyakim	  	4/28/2008
	Ofer Elyakim	  	Signature	  	Date