Exhibit
      10.24

     

    CEVA,
      INC.

     

    Nonstatutory
      Stock Option Agreement

    Granted
      Under 2000 Stock Incentive Plan

     

    1.  Grant
      of Option.

     

    This
      agreement evidences the grant by CEVA, Inc., a Delaware corporation (the
“Company”), on           
      ,
      200[
      ] (the
      “Grant Date”) to [                  ],
      an
      [employee], [consultant], [director] of the Company (the “Participant”), of an
      option to purchase, in whole or in part, on the terms provided herein and in
      the
      Company’s 2000 Stock Incentive Plan (the “Plan”), a total of [                
       ]
      shares
      (the “Shares”) of common stock, $0.001 par
      value
      per share, of the Company (“Common Stock”) at $[          ]
      per
      Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern
      time, on [_______] (the
      “Final Exercise Date”). Unless otherwise defined herein, capitalized terms shall
      have the meaning ascribed to them in the Plan.

     

    It
      is
      intended that the option evidenced by this agreement shall not be an incentive
      stock option as defined in Section 422 of the Internal Revenue Code of 1986,
      as
      amended, and any regulations promulgated thereunder (the “Code”). Except as
      otherwise indicated by the context, the term “Participant”, as used in this
      option, shall be deemed to include any person who acquires the right to exercise
      this option validly under its terms.

     

    2.  Vesting
      Schedule.

     

    This
      option will become exercisable (“vest”) as to 25% of the original number of
      Shares on the first anniversary of the Grant Date and as to an additional
      2.08333% of the original number of Shares at the end of each
      successive one-month period
      following the first anniversary of the Grant Date until the fourth anniversary
      of the Grant Date.

     

    The
      right
      of exercise shall be cumulative so that to the extent the option is not
      exercised in any period to the maximum extent permissible it shall continue
      to
      be exercisable, in whole or in part, with respect to all Shares for which it
      is
      vested until the earlier of the Final Exercise Date or the termination of this
      option under Section 3 hereof or the Plan.

     

    3.  Exercise
      of Option.

     

    (a)  Form
      of Exercise.
      Each
      election to exercise this option shall be in writing, signed by the Participant,
      and received by the Company at its principal office, accompanied by this
      agreement, and payment in full in the manner provided in the Plan. The
      Participant may purchase less than the number of shares covered hereby, provided
      that no partial exercise of this option may be for any fractional share or
      for
      fewer than ten whole shares.

     

    (b)  Continuous
      Relationship with the Company Required.
      Except
      as otherwise provided in this Section 3, this option may not be exercised
      unless the Participant, at the time he or she exercises this option, is, and
      has
      been at all times since the Grant Date, an employee of, or director of, or
      consultant to, the Company or any parent or subsidiary of the Company as defined
      in Section 424(e) or (f) of the Code (an “Eligible Participant”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Termination
      of Relationship with the Company.
      If the
      Participant ceases to be an Eligible Participant for any reason, then, except
      as
      provided in paragraphs (d) and (e) below, the right to exercise this option
      shall terminate three
      months after such cessation (but in no event after the Final Exercise Date),
      provided that
      this
      option shall be exercisable only to the extent that the Participant was entitled
      to exercise this option on the date of such cessation. Notwithstanding the
      foregoing, if the Participant, prior to the Final Exercise Date, violates the
      non-competition or confidentiality provisions of any employment contract,
      confidentiality and nondisclosure agreement or other agreement between the
      Participant and the Company, the right to exercise this option shall terminate
      immediately upon such violation.

     

    (d)  Exercise
      Period Upon Death or Disability.
      If the
      Participant dies or becomes disabled (within the meaning of
      Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or
      she is an Eligible Participant and the Company has not terminated such
      relationship for “cause” as specified in paragraph (e) below, this option shall
      be exercisable, within the period of one year following the date of death or
      disability of the Participant, by the Participant (or in the case of death
      by an
      authorized transferee), provided that
      this
      option shall be exercisable only to the extent that this option was exercisable
      by the Participant on the date of his or her death or disability, and further
      provided that this option shall not be exercisable after the Final Exercise
      Date.

     

    (e)  Discharge
      for Cause.
      If the
      Participant, prior to the Final Exercise Date, is discharged by the Company
      for
“cause” (as defined below), the right to exercise this option shall terminate
      immediately upon the effective date of such discharge. “Cause” shall mean
      willful misconduct by the Participant or willful failure by the Participant
      to
      perform his or her responsibilities to the Company (including, without
      limitation, breach by the Participant of any provision of any employment,
      consulting, advisory, nondisclosure, non-competition or other similar agreement
      between the Participant and the Company), as determined by the Company, which
      determination shall be conclusive. The Participant shall be considered to have
      been discharged for “Cause” if the Company determines, within 30 days after the
      Participant’s resignation, that discharge for cause was warranted.

     

    4.  Withholding.

     

    No
      Shares
      will be issued pursuant to the exercise of this option unless and until the
      Participant pays to the Company, or makes provision satisfactory to the Company
      for payment of, any federal, state or local withholding taxes required by law
      to
      be withheld in respect of this option.

     

    5.  Nontransferability
      of Option.

     

    This
      option may not be sold, assigned, transferred, pledged or otherwise encumbered
      by the Participant, either voluntarily or by operation of law, except by will
      or
      the laws of descent and distribution, and, during the lifetime of the
      Participant, this option shall be exercisable only by the
      Participant.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    6.  Governing
      Law.

     

    All
      awards made hereunder shall be governed by and interpreted in accordance with
      the laws of the State of Delaware, without regard to any applicable conflicts
      of
      law.

     

    7.  Provisions
      of the Plan.

     

    This
      option is subject to the provisions of the Plan, a copy of which is furnished
      to
      the Participant with this option.

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this option to be executed under its
      corporate seal by its duly authorized officer. This option shall take effect
      as
      a sealed instrument.

     

    
      	 	 	 
	 	
              CEVA,
                INC.

            
	 
 	 
 	 
 
	Dated:
              __________	By:  	
            
	 	
            	
              
                

              

              Name: ________________________

              Title:_____________________________

            
	 	
            	 
	 	
              
                 

              

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    PARTICIPANT’S
      ACCEPTANCE

     

    The
      undersigned hereby accepts the foregoing option and agrees to the terms and
      conditions thereof. The undersigned hereby acknowledges receipt of a copy of
      the
      Company’s 2000 Stock Incentive Plan.

     

    
      	 	 	 
	 	
              PARTICIPANT:

            
	 	
              

            
	
            	
              Address:

            	
            
	 
              
               

            	
              
                

              

               

              
                

              

               

            


    

     

    
      
        
        

      

      
        -5-