Exhibit
        10.23

       

      CEVA,
        INC.

       

      Nonstatutory
        Stock Option Agreement

      Granted
        Under 2002B Stock Incentive Plan

       

      1.  Grant
        of Option.

       

      This
        agreement evidences the grant by CEVA, Inc., a Delaware corporation (the
        “Company”), on date
        (the
        “Grant Date”) to
        Name,
        an
        employee, 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 2002 Stock
        Incentive Plan (the “Plan”), a total of amount
        shares
        (the “Shares”) of common stock, $0.001 par
        value
        per share, of the Company (“Common Stock”) at $price
        per
        Share. Unless earlier terminated, this option shall expire at 5:00 p.m.,
        Eastern
        time, on date
        (the
        “Final Exercise Date”).

      

        
          	
                  Type
                    of Option: 

                	
                   þ
                    Approved 102
                    Option:

                
	 	
                  Capital
                    Gain Option (CGO) þ;or

                
	 	
                  Ordinary
                    Income Option (OIO)

                
	 	
                  Unapproved
                    102 Option

                
	 	
                  3(i)
                    Option

                


        

      

       

      With
        respect to approved 102 options, the Participant hereby acknowledges that
        he 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. The Participant
        accepts the provisions of the trust agreement signed between the Company
        and the
        trustee, attached as Exhibit A hereto, and agrees to be bound by its
        terms.

       

      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, officer, or director
        of, or
        consultant or advisor 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.


      
        
          
          

        

        
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      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 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.

       

      6.  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.


      
        
          
          

        

        
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      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.

              
	 
 	 
 	 
 
	Date: _________________	By:  	 
	 	
                

                Name:

              
	 	Title:
                __________________________________________ 


      

       

      
        
          
          

        

        
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      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 2002 Stock Incentive Plan.

       

      
        	 	
                PARTICIPANT:

              
	 	 
	 	 
	 	 	 
	 	
                Address:

              	 
	 	 	 


      

       

      
        
          
          

        

        
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