8-K
CEVA INC (CEVA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 7, 2022
CEVA, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-49842 | 77-0556376 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
15245 Shady Grove Road, Suite 400 , Rockville, MD 20850
(Address of Principal Executive Offices, and Zip Code)
(240) 308-8328
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | CEVA | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer
On November 9, 2022, CEVA, Inc. (the “Company”) reported that Gideon Wertheizer has announced his intention to retire from his position as the Company’s Chief Executive Officer (“CEO”) and an employee of the Company. On November 7, 2022, the Board of Directors of the Company (the “Board”) and Mr. Wertheizer reached an understanding regarding his decision to retire and entered into a Separation and Release Agreement (the “Separation Agreement”) pursuant to which Mr. Wertheizer’s last day of service as the CEO of the Company will be effective on the date on which a new CEO first commences service to the Company (the “Transition Date”), which has been set for January 1, 2023.
After the Transition Date, Mr. Wertheizer will continue to serve the Company as a part-time employee in accordance with the terms of the Separation Agreement, which will continue in full effect until six months following the Transition Date (the “Retirement Date”). From the Transition Date through the Retirement Date, Mr. Wertheizer will be entitled to his current monthly salary of NIS 143,325, his 2022 annual bonus, if eligible, to be paid at its regular schedule in 2023 subject to the terms of the annual bonus, any severance pay accrued in his pension fund and all other supplemental severance pay required under applicable law. Furthermore, Mr. Wertheizer’s unvested time-based restricted stock units (“RSUs”) will immediately vest in full on the Transition Date. The Company may terminate the Separation Agreement immediately and without the requirement to continue paying the salary set forth therein in the event for Cause or if Mr. Wertheizer terminates his employment without Good Reason (as each such term is defined in the Separation Agreement). The Separation Agreement also contains customary provisions relating to, among other things, a release of claims, confidentiality, non-disparagement and assignment of inventions.
In addition, Mr. Wertheizer entered into a consulting services agreement with the Company on November 7, 2022 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Wertheizer will provide transition support services to the Company for a six-month period commencing on the Retirement Date, with the scope of such services to be coordinated between Mr. Wertheizer and the Company’s new CEO. As consideration for his services, Mr. Wertheizer will receive a consulting fee of NIS 95,000 per month (“Monthly Consulting Fee”). Under the terms of the Consulting Agreement, both the Company and Mr. Wertheizer may terminate the Consulting Agreement, effective immediately, upon written notice to the other party for any reason, provided that in the case the Company terminates the Consulting Agreement other than for Cause or if Mr. Wertheizer terminates the Consulting Agreement with Good Reason (each as defined in the Separation Agreement), Mr. Wertheizer will be entitled to payment of an amount in lieu of the Monthly Consulting Fee that he would have received for the remainder of the term. The Consulting Agreement also contains customary provisions relating to, among other things, confidentiality and assignment of inventions requirements.
Neither the Separation Agreement nor the Consulting Agreement will have any effect on Mr. Wertheizer’s Board service, and it is expected that following the Transition Date Mr. Wertheizer will continue to serve on the Board as a non-executive member. However, pursuant to the Separation Agreement, Mr. Wetheizer will not be entitled to cash fees as a Board member while providing services under the Separation Agreement or the Consulting Agreement, but he will nonetheless be entitled to an annual Board equity grant following the Retirement Date.
The foregoing descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the complete texts of the respective agreements, copies of which have been attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Appointment of Chief Executive Officer
On November 9, 2022, the Company publicly announced the appointment of Amir Panush as CEO of the Company to succeed Mr. Wertheizer, with his service as CEO to commence on January 1, 2023.
Mr. Panush, 48, joins the Company from InvenSense, Inc., a TDK group company, where he served as CEO and General Manager of TDK Corporation’s MEMS Sensors Business Group. Mr. Panush previously held various leadership positions at TDK following TDK’s successful acquisition of InvenSense in 2017. Mr Panush joined Invensense in 2015, serving as head of the company’s Strategy & Corporate Development, where he drove strategic expansion and diversification efforts. Prior to joining InvenSense, from May 2011 to March 2015, Mr. Panush served in various capacities at Qualcomm, most recently as the Senior Director of Product Management and Business Development for the IoE/IoT client business. Prior to joining Qualcomm, Mr. Panush led strategic marketing and partnerships at Atheros Communications, which was later acquired by Qualcomm. His earlier industry roles spanned software engineering and project management leadership at Texas Instruments and Comsys Mobile, which was acquired by Intel. Mr. Panush holds a Master of Business Administration from Haas Business School, University of California at Berkeley and a bachelor’s degree, Cum Laude, in Computer Science from Technion Institute of Technology in Israel.
In connection with his appointment as the Company’s CEO, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Panush on November 7, 2022, pursuant to which Mr. Panush will receive a gross monthly salary of NIS 150,000 and a signing bonus in the gross amount of NIS 600,000, subject to his service as an employee to the Company for at least 18 months. In addition, subject to the discretion of the Board’s or the Compensation Committee thereof (the “Compensation Committee”), Mr. Panush will be entitled to an annual bonus. Furthermore, subject to approval by the Compensation Committee of the Company’s Board (the “Compensation Committee”), effective on the Transition Date, Mr. Panush will be granted RSUs pursuant to the Company’s 2011 Equity Incentive Plan (as amended, the “Plan”) with value equal to $1,200,000, one-third of which will vest on each anniversary of the Transition Date, conditioned upon Mr. Panush’s continued service with the Company. The Compensation Committee will also consider granting additional benefits under the Plan, including an equity grant with value equal to $1,200,000 for a combination of RSUs and Performance Stock Units (“PSU”), as well as a long-term PSU grant with value equal to $2,000,000. The Employment Agreement also entitles Mr. Panush to receive additional customary benefits and reimbursement of certain expenses, including for car maintenance.
Under the Employment Agreement, should Mr. Panush desire to terminate his employment with the Company, he is requested to provide at least three months’ prior written notice to the Company, and conversely, should the Company desire to terminate Mr. Panush’s employment without Cause (as defined in the Employment Agreement), the Company must provide Mr. Panush with twelve months’ prior written notice, unless the Company provides Mr. Panush: (i) payment of a sum equal to the salary that he would otherwise be entitled to during such period, (ii) the full amount of his annual bonus calculated based on 100% achievement of performance objectives as defined by the Company, and (iii) the full acceleration of any equity awards subject to time-based vesting granted to Mr. Panush by the Company (including any unvested RSUs) upon his termination date (together, the “Entitlements”). In addition, Mr. Panush may resign from the Company for Good Reason (as defined in the Employment Agreement) without advance notice to the Company, in which case the Company shall provide him the aforementioned Entitlements. Furthermore, if, within twelve months after a Change in Control (as defined in the Employment Agreement), Mr. Panush terminates his employment with the Company for Good Reason or the Company terminates his employment without Cause: (i) the Company must pay Mr. Panush an amount equal to the compensation to which he would otherwise have been entitled to had he remained employed by the Company for two years after such termination, based on his salary in effect on the date of termination; and (ii) all unvested time-based equity awards granted by the Company to Mr. Panush (including any unvested RSUs) will vest in full. The benefits provided for connection with a Change in Control are subject to Mr. Panush’s delivery of a release of claims in a form reasonably acceptable to the Company.
The Employment Agreement also contains customary provisions relating to, among other things, employee representations and warranties, confidentiality, non-competition and assignment of inventions requirements.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
There are no arrangements or understandings between Mr. Panush and any other person pursuant to which Mr. Panush was appointed to serve as CEO of the Company. There are no family relationships between Mr. Panush and any director or executive officer of the Company, and Mr. Panush does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Promotion of Chief Operating Officer
On November 7, 2022, the Company and Michael Boukaya, the Company’s Chief Operating Officer, entered into a second amendment (the “Amendment”) to Mr. Boukaya’s existing employment agreement with the Company dated April 4, 2019, first amended effective February 18, 2021 (the “Agreement”). The Amendment, all the following terms of which will become effective as of the Transition Date, amends the Agreement to: (i) reflect a title change to Executive Vice President and Chief Operating Officer of the Company, with responsibilities and reporting duties as set forth in the Agreement to remain unchanged; (ii) increase Mr. Boukaya's monthly base salary to NIS 85,000; (iii) incorporate a notice requirement such that should Mr. Boukaya desire to terminate his employment with the Company, he is requested to provide the Company with six months’ prior written notice to the Company, and conversely, should the Company desire to terminate Mr. Boukaya’s employment without Cause (as defined in the Amendment), the Company must provide Mr. Boukaya with six months’ prior written notice, unless the Company pays Mr. Boukaya a sum equal to the salary that he would otherwise be entitled to during such period; (iv) provide that Mr. Boukaya may resign for Good Reason (as defined in the Amendment) without advance notice to the Company, in which case the Company shall pay him a sum equal to the salary that he would otherwise be entitled to during the six month period from the date of delivery of the resignation notice; and (v) provide that if, within twelve months after a Change in Control (as defined in the Amendment), Mr. Boukaya terminates his employment with the Company for Good Reason or the Company terminates his employment without Cause, he will receive pay in an amount equal to the compensation to which he would otherwise have been entitled to had he remained employed by the Company for two years after such termination, based on his salary in effect on the date of termination, and all outstanding and unvested time-based equity awards granted by the Company to Mr. Boukaya will fully vest. The benefits provided for in connection with a Change in Control are subject to Mr. Boukaya’s delivery of a release of claims in a form reasonably acceptable to the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, a copy of which is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Chief Financial Officer Agreement
On November 7, 2022, the Company and Mr. Arieli entered into a third amendment (the “Third Amendment”) to Mr. Arieli’s existing employment agreement with the Company dated August 1, 2005, and subsequently amended on November 6, 2014 and February 18, 2021 (the “Arieli Agreement”). The Third Amendment, all the following terms of which will become effective as of the Transition Date, amends the Arieli Agreement to: (i) increase Mr. Arieli’s monthly base salary to NIS 100,000; (ii) incorporate a notice requirement such that should Mr. Arieli desire to terminate his employment with the Company, he is requested to provide the Company with six months’ prior written notice to the Company, and conversely, should the Company desire to terminate Mr. Arieli’s employment without Cause (as defined in the Arieli Agreement), the Company must provide Mr. Arieli with six months’ prior written notice, unless the Company pays Mr. Arieli a sum equal to the salary that he would otherwise be entitled to during such period; (iii) provide that if Mr. Arieli resigns for Good Reason (as defined in the Arieli Agreement), the Company shall pay him a sum equal to the salary that he would otherwise be entitled to during the six month period from the date of delivery of the resignation notice; (iv) provide that the Company may terminate Mr. Arieli’s employment for Cause without advance notice and without derogating from any remedy to which the Company may be entitled; and (v) to amend the definitions of Cause and Good Reason as set forth in the Arieli Agreement.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, a copy of which is attached as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the Company’s press release with respect to the matters addressed in this Item 5.02 and is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 10.1* | Separation and Release Agreement, dated November 7, 2022, between CEVA D.S.P. Ltd. and Gideon Wertheizer |
| 10.2* | Consulting Agreement, dated November 7, 2022, between CEVA D.S.P. Ltd. and Gideon Wertheizer |
| 10.3* | Employment Agreement, dated November 7, 2022, between CEVA D.S.P. Ltd. and Amir Panush |
| 10.4* | Second Amendment to Employment Agreement, dated November 7, 2022 between CEVA D.S.P. Ltd. and Michael Boukaya |
| 10.5* | Third Amendment to Employment Agreement, dated November 7, 2022 between CEVA D.S.P. Ltd. and Yaniv Arieli |
| 99.1 | Press release issued on November 9, 2022 by CEVA, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Denotes management contract, compensatory plan or arrangement.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEVA, INC. | ||
|---|---|---|
| Date: November 9, 2022 | By: | /s/ Yaniv Arieli |
| Name: | Yaniv Arieli | |
| Title: | Chief Financial Officer |
ex_441007.htm
Exhibit 10.1
Separation and Release Agreement
This Separation and Release Agreement (the “Agreement”), dated November 7, 2022, is made by and between Gideon Wertheizer (“you”) and CEVA D.S.P. Ltd. (the “Company”).
WHEREAS, you serve as the Chief Executive Officer of CEVA, Inc. (“Parent”), as a member of Parent’s board of directors (the “Board”), and as an officer and/or director of the Company and other affiliates of Parent and the Company (collectively, the “Company Group”);
WHEREAS, you are party to an employment agreement with the Company (formerly ParthusCeva, Ltd.), dated November 1, 2002, as amended on February 18, 2021 (the “Employment Agreement”), and confidentiality and intellectual property undertakings entered by the on December 8, 1990 and June 11, 1993 (including exhibits thereto, the “Confidentiality and IP Undertakings” and, together with the Employment Agreement, the “Prior Agreements”);
WHEREAS, you have confirmed you wish to retire from service as an employee and as Chief Executive Officer of Parent, with a transition period for such retirement to commence upon the appointment of a new Chief Executive Officer for the Company by the Board;
WHEREAS, the Board has identified a new Chief Executive Officer for Parent, and it is presently anticipated that he will commence service as Chief Executive Officer on January 1, 2023 (such date, or such other date on which a new Chief Executive Officer first commences service to Parent, the “Transition Date”);
WHEREAS, you and the Company wish to set forth herein certain agreements and understandings related to your retirement; and
WHEREAS, on the date hereof, you are also entering into a Consulting Agreement with the Company (the “Consulting Agreement”) with respect to your provision of consulting services following your retirement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, you and the Company agree as follows:
1. Transition Period & Retirement.
a. Resignation from Management and Full-Time Employment. Your full-time employment with the Company will terminate, and you will be deemed to have resigned from service as Chief Executive Officer of Parent and as an officer, director or other manager position of each other member of the Company Group, effective on the Transition Date. After the Transition Date, you will no longer represent yourself as being an officer, director or other manager of any member of the Company Group (except for service as a director of Parent), you will no longer have signing authority for any member of the Company Group, and you will execute any instruments and take any actions reasonably necessary to effect the foregoing.
b. Part-Time Employment. From the Transition Date through the Retirement Date (defined below) (such period, the “Transition Period”), you will serve as a part-time employee in accordance with the terms of this Agreement and the Prior Agreements, which shall continue in full effect until the Retirement Date, except as provided in this Agreement. During the Transition Period, your title shall be “Advisor to the CEO”, and you shall be entitled to your current monthly salary of NIS 143,325. During the Transition Period, you shall not be required to attend work regularly, but rather only on an "as-needed" basis. Accordingly, the Company shall not maintain a regular office for you, though a reasonable accommodating space shall be made available to you, as required. Notwithstanding the above, and as a gesture of goodwill, it has been agreed that in addition to your monthly salary, you shall continue to receive all other fringe benefits during the Transition Period (including, without limitation, your current benefits with respect to a Company car, magazine subscriptions, etc.). During the Transition Period, you shall continue to accrue vacation during the Transition Period, which you may also utilize. Such use of vacation day shall be in due regard to the Company's needs and the Company’s vacation policy.
c. Retirement. Your last day of employment with the Company (the “Retirement Date”) shall be six (6) months following the Transition Date. Transition Period shall be regarded as a notice period for all purposes under the Prior Agreements and Israeli law. The Retirement Date is final and will not be postponed for any reason including sick leave, etc. After the Retirement Date, you will no longer represent yourself as being an employee of the Company for any purpose.
2. Payments. During the Transition Period, you will continue to be paid your salary in accordance with the Company's standard practices. After the Retirement Date, the Company will provide you with your final accounting, which will include: (i) your final salary; (ii) all accrued, unused vacation days; and (iii) redemption of any accrued convalescence days. For the avoidance of doubt, your annual bonus (for 2022), should you be eligible, shall be paid at its regular schedule in the course of 2023, subject to the terms of said bonus. All salary and other compensation payable to you during the Transition Period shall be subject to applicable withholding taxes.
3. Severance Payment and Release of Funds. For the purposes of Israeli law, your separation upon the Retirement Date shall be deemed to constitute a termination of service by the Company. Accordingly, following the Retirement Date, the Company shall release any severance pay that you have accrued in your pension fund/s and shall execute the payment of all other supplemental severance pay required under applicable law. In addition, the Company shall provide you with release letters, with regard to your pension plan and study fund (the “Funds”), instructing that all sums which accrued in such Funds as a result of both of the Company’s and your contributions – to be released to you.
4. Awards. Your current 27,618 unvested time-based restricted stock units (“RSUs”) granted under your RSU award agreements between you and the Parent (the “RSU Award Agreements”), will immediately vest in full on the Transition Date and your rights and obligations to all such RSUs will continue to be governed by the RSU Award Agreements and the Parent’s 2011 Stock Incentive Plan. You will not be eligible for RSU grants during the Transition Period.
5. Board Service. For the avoidance of doubt, this Agreement has no effect on your Board service, and accordingly, you will remain on the Board until such time as you resign, refuse to stand for re-election, are not nominated and elected to the Board or are removed from office in accordance with Parent’s bylaws. In light of your cash compensation as a part-time employee or consultant, will not be entitled to cash fees as a Board member while you remain an employee of the Company pursuant to this Agreement or while you serve as a consultant to the Company under the Consulting Agreement, provided that in your capacity as a Board member, you will nonetheless be entitled to an annual Board equity grant in July 2023 at the same time and on the same terms as other Board members.
6. Engagement as a Consultant. Concurrently with the signing of this Agreement, the Parties shall enter into a six-month Consulting Agreement, attached hereto as Annex A.
7. General Release and Waiver.
a. By signing this agreement you hereby confirm that the entitlements detailed above constitute the full and final settlement of all benefits to which you are entitled from the Company and beyond the requirements of law; and that subject to the fulfillment of the terms detailed in above, you hereby warrant, confirm and undertake that neither you nor anyone on your behalf, has nor shall have any claims, demands and/or causes of action, against the Company, the Parent and/or their subsidiaries, assigns, representatives, agents, officers, directors, employees, affiliates, and/or shareholders (including any of their representatives, agents, officers, directors or employees) concerning the your employment by the Company and/or the termination of such employment, including, without limitation, any and all claims, demands and/or causes of action in connection with salary payments, severance pay, claims relating to any hearing process, bonuses, social or pension payments or deductions, salaries or wages of any kind, any advanced notice or pay in lieu thereof, overtime pay, pay for work on the weekly day of rest or during holidays, vacation pay or redemption of such, stock options, RSUs or any other equity based award, any and all reimbursements or refunds for expenses of any kind, convalescence pay, sick days, vacation days, and any payment and/or social benefit of any kind whatsoever.
b. This Agreement is and shall, be considered a settlement and notice of waiver in accordance with Section 29 of the Israel Severance Pay Law of 1963.
8. Return of Company Property. By the Retirement Date, you agree to return to the Company all documents (and all copies thereof), data, and other property of the Company, or any its Parent or their subsidiaries, that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers, iPads, the Company car, credit cards, entry cards, identification badges and keys), and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof); except, however, that you may keep your laptop and access to Company email and systems through your six-month consultancy (after which you may keep your laptop after it has been scrubbed of Company data, and you may keep any personal emails and contact information, but may no longer keep your Company email address). You also agree to provide the Company with a backup copy of any information or data you created on behalf of the Company, and the Parent., or any of their parents or subsidiaries, and any information and data related to your employment at the Company that is on your personal devices, accounts, and email that is not on the Company’s systems and, after providing such back up copy, you agree to permanently delete and erase all such information from your personal devices, accounts, and emails. Please coordinate return of Company property with Yaniv Arieli, yaniv.arieli@ceva-dsp.com.
9. Confidential Information. You acknowledge that in the course of your work for the Company, you were given, had access to and/or otherwise learned of Confidential Information (as defined below) of the Company and its respective clients, affiliates, customers, suppliers or other third parties, (2) such Confidential Information constitutes highly valuable assets of the Company; and (3) disclosure of such Confidential Information would cause undue harm to the Company and its respective clients, affiliates, customers, suppliers or other third parties. In acknowledgement of the foregoing, you agree that you have and will continue to hold all Confidential Information in strict confidence and you have and will not use, reproduce, disclose or deliver, directly or indirectly, any Confidential Information except to the extent necessary to perform your duties as an employee of the Company or as permitted by a duly authorized representative of the Company. You further agree that you will use your best efforts to prevent the unauthorized use, reproduction, disclosure or delivery of Confidential Information by others.
a. For purposes of this Agreement, “Confidential Information” means any and all non-public information and materials, in whatever form, tangible or intangible, whether disclosed to or learned or developed by you before or after the execution of this Agreement, whether or not marked or identified as confidential or proprietary, pertaining in any manner to the business of or used by the Company, the Parent, and its and their affiliates and subsidiaries, or pertaining in any manner to any person or entity to whom the Company owes a duty of confidentiality. Confidential Information includes, but is not limited to, the following types of information and materials: (i) research, development, technical or engineering information, know-how, data processing or computer software, programs, tools, data, designs, diagrams, drawings, schematics, sketches or other visual representations, plans, projects, manuals, documents, files, photographs, results, specifications, trade secrets, inventions, discoveries, compositions, ideas, concepts, structures, improvements, products, prototypes, instruments, machinery, equipment, processes, formulas, algorithms, methods, techniques, works in process, systems, technologies, disclosures, applications and other materials; (ii) financial information and materials, including, without limitation, information and materials relating to costs, vendors, suppliers, licensors, profits, markets, sales, distributors, joint venture partners, customers, subscribers, members and bids, whether existing or potential; (iii) business and marketing information and materials, including, without limitation, information and materials relating to future development and new product concepts; and (iv) any other information or materials relating to the past, present, planned or foreseeable business, products, developments, technology or activities of the Company. Confidential Information does not include any information or materials that you can prove by written evidence: (i) is or becomes publicly known through lawful means and without breach of this Agreement by you or breach by you of any other nondisclosure agreement with the Company; (ii) was rightfully in your possession or part of your general knowledge prior to your employment by the Company; or (iii) is disclosed to you without confidential or proprietary restrictions by a third party who rightfully possesses the information or materials without confidential or proprietary restrictions. However, to the extent the Company owes a duty of confidentiality to a third party with respect to such information, idea or material, such information, idea or material shall continue to be Confidential Information until such time as the Company’s duty of confidentiality terminates or expires.
b. Intellectual Property. Without derogating from anything in the Prior Agreement, you acknowledge that any invention, formulae, processes, techniques, know-how and data ("Inventions") made or conceived by you during the course of your employment with the Company are the sole property of the Company and its assignees, and that the Company and its assignees shall be the sole owner of all intellectual property rights in connection with such Inventions. In addition, you acknowledge that you have waived any right to claim royalties or other consideration with respect to any such Inventions.
10. Mutual Non-Disparagement. Subject to the protections set above, you agree and covenant that you shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning the Company, its Parent, or its subsidiaries, or any of their employees, officers, or directors, existing and prospective customers, suppliers, and investors. The officers and directors of the Company who know about this provision shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning you; provided that this restriction only applies to such officers while they are employed by the Company. Nothing in this Agreement prohibits you, the Company, or its officers and directors from initiating, testifying, assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by the appropriate local, state, or otherwise authorized agency.
11. Cooperation. The parties agree that certain matters in which you have been involved during your employment may need your cooperation with the Company in the future. Accordingly, for the two (2) year period after the Retirement Date, to the extent requested by the Company, you shall cooperate with the Company regarding matters arising out of or related to the your service to the Company as an employee, including, without limitation, assisting the Company with any litigation or government investigations in which the Company is involved and to which you may have relevant knowledge; provided that the Company shall make reasonable efforts to minimize disruption of your other activities.
12. No Admission. This Agreement does not constitute an admission by the Company of any wrongful action or violation of any state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.
13. Breach of Agreement. In the event of a breach or threatened breach by you of Sections 8 -10 of this Agreement or the terms and conditions of any prior confidentiality agreement between you and the Company, including the Confidentiality and IP Undertakings, you acknowledge and agree that money damages would not afford an adequate remedy and that the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not instead of, legal remedies, monetary damages, or other available relief.
14. Termination. If, prior to the Retirement Date, you materially violate or otherwise materially breach the terms of this Agreement or the Prior Agreements, where such breach remains uncured fifteen days after written notification is provided to you (unless such breach is unable to be cured, in which case no fifteen day notice period shall be required), or you are terminated for “Cause” (as defined below) or resign other than for “Good Reason” (as defined in below) (any such event, a “Termination Event”), the Company may terminate your employment immediately without advance notice and without derogating from any remedy to which the Company may be entitled, and in such case you will have no rights to the salary set forth in Section 1 hereof. For the purposes of this Agreement and the Consulting Agreement:
a. A termination by the Company for "Cause" is, termination due to: (i) your willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to any member of the Company Group, including, without limitation, embezzlement of funds of the Company Group; (ii) your material breach of (x) the terms and conditions of this Agreement, (y) Parent’s Code of Conduct and Business Ethics, posted on Parent’s website and updated from time to time, as well as any other material policies applicable to similarly situated Company Group employees, or (z) any other material employment-related agreement between the Employee and any member of the Company Group, including the surviving terms of the Prior Agreements, in each case where you have failed to remedy such failure or refusal within 15 days following written notice from the Company to you notifying you thereof (unless the Company determines in its reasonable discretion that such breach is of a kind that cannot be cured within such 15 day period); (iii) a good-faith finding by Parent’s CEO or board of directors that you (x) have refused to use good-faith efforts to comply with the directives of Parent’s CEO or Board and (y) have failed to remedy such failure or refusal within 15 days following written notice from the Company to you notifying you thereof; (iv) your involvement in any other act or engagement in any other conduct which, as determined by Parent’s CEO or Board, constitutes a breach of trust between you and the Company Group or could cause grave injury to the Company Group, monetarily or otherwise; or (v) you are indicted of, or pleads guilty or nolo contendere (or any analogous pleading) to, any crime involving moral turpitude or any felony.
b. Your resignation for “Good Reason” shall mean the occurrence, without your written consent, of any material breach by the Company of the terms and conditions of this Agreement, provided that notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected and you have been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first notice of termination for Good Reason given by you) within 15 days following written notice from you to the Company notifying the Company of such event.
15. Acknowledgment of Full Understanding. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY READ, UNDERSTAND, AND VOLUNTARILY ENTER INTO THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF YOUR CHOICE BEFORE SIGNING THIS AGREEMENT.
16. Effectiveness and Effect on Prior Agreements. Your wish to retire from service as an employee and as Chief Executive Officer of Parent has been made contingent on the appointment of a new Chief Executive Officer for the Company by the Board, accordingly, if the Transition Date has not occurred by February 15, 2023, this Agreement shall be null and void and of no effect. Nothing in this Agreement shall be construed as releasing you from any obligations set out in the Prior Agreements, provided that upon the Transition Date, all provisions of the Employment Agreement shall terminate except Sections 7 (Other Agreements) and 8 (Miscellaneous), while the Confidentiality and IP Undertakings shall continue effectiveness following the Transition Date and the Retirement Date indefinitely.
17. Miscellaneous. This Agreement, including the surviving terms of the Prior Agreements, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be severed or modified by the court so as to not affect the validity of the remainder of the Agreement, which shall remain in full force and effect and continue to be binding on the parties. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph. Moreover, this Agreement shall not be construed against either party as the author or drafter of the Agreement. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Israel, without regard to conflict of laws principles.
CEVA D.S.P. Ltd.
| By: | /s/ Peter McManamon |
|---|---|
| Name: | Peter McManamon |
| Title: | Authorized Officer |
| November 7, 2022 | |
| Date | |
| Gideon Wertheizer | |
| /s/ Gideon Wertheizer | |
| Signature | |
| November 7, 2022 | |
| Date |
Annex A
ex_441008.htm
Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is dated as of November 7, 2022 (the “Agreement Date”) and is made by and between CEVA D.S.P. Ltd., a corporation having a principal place of business at 2 Maskit Street, P.O.B. 4047, Herzliya 4612001, Israel, (“CEVA”), and Mr. Gideon Wertheizer, I.D. No. 054540414 (the “Consultant”). For the purpose of this Agreement each of CEVA and the Consultant is referred to as a "party" and collectively the "parties”.
Whereas the Consultant has been employed by CEVA pursuant to an employment agreement dated 1 November 2002, as amended on February 18, 2021 (the "Employment Agreement"); and
Whereas CEVA and the Consultant have mutually agreed to set forth certain agreements and understandings with respect to Consultant’s retirement pursuant to a Separation and Release Agreement dated the Agreement Date (the "Separation Agreement"); and
Whereas in accordance with the Separation Agreement, the parties wish to enter a consultancy agreement, pursuant to which the Consultant shall provide transition support services to CEVA for a fixed six-month period, in accordance with the terms set forth below.
Now, Therefore, in consideration of the mutual promises contained herein, the parties agree as follows:
| 1. | DEFINITIONS. |
|---|---|
| 1.1. | “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of CEVA, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding CEVA's products or services and markets therefore, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information. |
| --- | --- |
| 1.2. | “Innovations” means any invention, development or innovation developed (if any) during the term of this Agreement as result, outcome of the Services. |
| --- | --- |
| 1.3. | “Intellectual Property Rights” means the collective intellectual property rights now held or hereafter created or acquired, whether arising under the laws of the United States or any jurisdiction worldwide, for (i) all classes of patents including utility models, utility patents and design patents, patent applications and disclosures, (ii) all copyrights rights in trade dress and packaging, moral rights, and similar rights of any type, in any published and unpublished works and all registrations and applications therefor, (iii) all mask works and all registrations and applications therefor, and (iv) all inventions, know-how, trade secrets and confidential information. |
| --- | --- |
| 2. | CONSULTATION SERVICES |
| --- | --- |
| 2.1. | Commencing on the Retirement Date (as defined in the Separation Agreement) and for the six-month period thereafter (the “Term”), the Consultant will provide CEVA's CEO with assistance in view of his needs/the needs of CEVA and requests from time to time (the "Services"). During the Term, the Consultant shall have the title “Advisor to the CEO”, but shall not be deemed an officer of CEVA or any of its affiliates. |
| --- | --- |
| 2.2. | The Services shall be provided at a flexible scope based on the requests stated in 2.1 above in coordination with CEVA’s CEO. |
| --- | --- |
| 2.3. | Consultant undertakes to: (i) perform the consulting service personally and not to delegate any portion of the consulting services to any other third party; (ii) use its best efforts during the term of this Agreement to provide CEVA the consulting Services as described below; (iii) ensure that all his actions under this Agreement are made in good faith under the terms and conditions of this Agreement; (iv) follow CEVA’s instructions, including with respect to General Data Protection Regulation (GDPR) with respect to any personal data or information provided to consultant by CEVA. |
| --- | --- |
1
| 2.4. | During the Term, the Consultant shall not engage, in any capacity, directly or indirectly, in any activity, which competes in CEVA’s field of business or may reasonably cause a conflict of interest with his duties under this Agreement. |
|---|---|
| 3. | RETAINED RIGHTS |
| --- | --- |
| 3.1. | All right, title, and interest in and to the consultation services generated by the Consultant under this Agreement and specified in this Agreement shall be “work made for hire” and pass from the Consultant to CEVA effective immediately upon the inception, conception, creation, or development thereof. The Consultant shall have no rights or title in such consulting services, or any part thereof or any of its products or results, and CEVA shall own all rights to such work in its name or otherwise, including copyrights, patents, trademarks and other rights, and to the extent required the Consultant agrees to give CEVA and any other person designated by CEVA, all reasonable assistance, at CEVA’s expense, as required to perfect the rights defined in this Section 3.2. The Consultant hereby irrevocably waives any right for any additional consideration of any kind, other than as specified under this Agreement, with respect to his consulting services. |
| --- | --- |
| 3.2. | The Consultant acknowledges that he has not, does not, and shall not acquire any rights with respect to CEVA Intellectual Property Rights, and/or any derivative work, which arise from the consulting services. CEVA shall own all right, title and interest in and to Innovations incorporated derived from the consulting services (“CEVA Innovations”), and Intellectual Property Rights arising therefrom. |
| --- | --- |
| 4. | PAYMENT |
| --- | --- |
| 4.1. | For the consulting services provided by the Consultant, CEVA shall pay the Consultant a fee of NIS 95,000 per month (hereinafter: the "Fees"). |
| --- | --- |
| 4.2. | At Consultant’s election, which may be made by email notice to CEVA, Consultant will either be paid the Fees on a monthly basis or as a lump sum within 10 days of conclusion of the Term. CEVA will be entitled to deduct or withhold any taxes from said payment, if and to the extent required to do so by the law. |
| --- | --- |
| 4.3. | All payments shall be made in NIS by wire transfer to a bank account designated by the Consultant. |
| --- | --- |
| 4.4. | During the Term, Consultant will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement plans, or any other fringe benefits or benefit plans offered by the Company to its employees, nor will Consultant be provided an office or office support other than as deemed appropriate by CEVA to facilitate performance of the Services. |
| --- | --- |
| 5. | CONFIDENTIALITY |
| --- | --- |
| 5.1. | The Consultant agrees that for the Term of this Agreement and an unlimited period thereafter to hold CEVA's Confidential Information in confidence. |
| --- | --- |
| 5.2. | The Consultant shall use CEVA's Confidential Information only as necessary to carry out the Services. |
| --- | --- |
| 6. | TERM AND TERMINATION |
| --- | --- |
| 6.1. | Your obligations hereunder shall commence on the Retirement Date, and this Agreement shall terminate on the final day of the Term (the "Termination Date"). If the Transition Date (as defined in the Separation Agreement) has not occurred by February 15, 2023, this Agreement shall be null and void and of no effect. |
| --- | --- |
| 6.2. | Notwithstanding the above, either party may terminate this Agreement effective immediately upon written notice to the other party for any reason (prior to the Termination Date), provided that should CEVA terminate the Consultant it shall pay him an amount in lieu of the Fees that he would otherwise receive during the remainder of the Term. Notwithstanding the above, CEVA shall not be required to pay any amount in lieu of Fees if such termination is by CEVA for Cause or by Consultant without Good Reason (as each such term is defined in the Separation Agreement, provided that in each case reference to material breach of the Separation Agreement shall instead mean material breach of this Agreement). |
| --- | --- |
2
| 6.3. | Any termination hereunder shall be in addition to any other remedy either party may have at law or in equity. |
|---|---|
| 6.4. | Upon the termination of this Agreement, or at any time upon CEVA’s request, the Consultant shall immediately cease performing any services under this Agreement and shall promptly return to CEVA all materials provided by CEVA to the Consultant hereunder, including without limitation any summaries, extracts or copies thereof. |
| --- | --- |
| 6.5. | Sections 1, 3, 5, 6 and 7 shall survive any termination or expiration of the Agreement. |
| --- | --- |
| 7. | GENERAL TERMS AND CONDITIONS |
| --- | --- |
| 7.1. | Notices. Any notices and communications under this Agreement shall be sent or delivered in writing, and shall be deemed to have been duly delivered to the addressee: (a) if sent by electronic email one (1) day after being sent with read/receipt confirmation- if to CEVA: to_Yaniv Arieli at yaniv.arieli@ceva-dsp.com, and if to Consultant: to Gideon.Wertheizer@ceva-dsp.com or to such other email address as either party may specify to the other in writing. |
| --- | --- |
| 7.2. | Governing Law & Venue. This Agreement is to be construed in accordance with the 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 laws of the State of Israel to the rights and duties of the parties. |
| --- | --- |
| 7.3. | Waiver or Delay. Any express waiver or the failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. |
| --- | --- |
| 7.4. | Assignment. The Consultant may not assign or transfer any of its rights or obligations under this Agreement without CEVA’s prior written consent. Any attempt to assign without written consent shall be null and void. |
| --- | --- |
| 7.5. | Injunctive Relief. The Consultant acknowledges that any breach of Section 6 of this Agreement may cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain. Accordingly, CEVA will have in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief to enjoin any breach or violation of such sections. |
| --- | --- |
| 7.6. | Counterparts and Electronic/Scanned Signature. This Agreement may be executed in one or more counterparts, each of which shall constitute an original, but taken together shall constitute the same document. An electronic, or scanned signature shall have the same force and effect as original signature. |
| --- | --- |
| 7.7. | Independent Contractors. This Agreement is not intended to create, nor should it be construed as creating, an agency, joint venture, partnership, or employer-employee relationship between the parties. Nothing contained in this Agreement shall be construed as granting either party the authority to bind or contract any obligation in the name of or on the account of the other party or to make any representations, or commitments on behalf of the other party. |
| --- | --- |
| In view of the above, should it be held by any competent judicial authority that the relationship between the Consultant and CEVA with respect of the Services rendered by the Consultant pursuant to this Agreement is one of employer and employee, the parties agree that the “salary” that Consultant would be entitled to as an “employee” (including for the purpose of social security and social benefits), for the provision of the Services within the framework of this Agreement, shall be 75% of monthly Fees established under this Agreement (the “Agreed Employee Compensation”). | |
| --- | |
| The Consultant will be obligated to return to CEVA all surplus payments that CEVA paid beyond the Agreed Employee Compensation (the “Surplus Sum”), on the day that a demand and/or claim which contradicts this Agreement is filed or on the day that a decision made, source. | |
| --- |
3
| In addition, the Consultant shall indemnify the CEVA for any and all liabilities, claims, damages, costs and expenses (including attorneys’ fees) arising out of or resulting from any claim, action, or other proceeding, pursuant to his claim that the relationship between himself and the CEVA is one of an employer-employee. | |
|---|---|
| 7.8. | Survival of Previous Obligations. Notwithstanding the above, and for the avoidance of doubt, nothing in this Agreement shall be construed as releasing the Consultant from any obligations set out in the Separation Agreement or the Prior Agreements (as defined in the Separation Agreement). |
| --- | --- |
| 7.9. | Entire Agreement. This Agreement contains and constitutes the sole, complete and entire agreement of the parties concerning the matters contained herein and therein and may not be altered, modified or changed in any manner except by a writing duly executed by the parties. No statements, or representations have been made by any party to the other, or are relied upon, and no consideration has been or is offered, promised, expected. No party is relying on any representations other than those expressly set forth herein. All prior or contemporaneous discussions or negotiations, whether oral or written, have been, and are, merged and integrated into, and superseded by, this Agreement. |
| --- | --- |
IN WITNESS WHEREOF, each party has caused the Agreement to be executed by its authorized representatives upon the Agreement Date.
| CEVA D.S.P. Ltd. (“CEVA”) | Gideon Wertheizer (“Consultant”) |
|---|---|
| Signature: /s/ Peter McManamon_____ | Signature: /s/ Gideon Wertheizer________ |
| Printed Name: Peter McManamon____ | Printed Name: Gideon Wertheizer_______ |
| Title: Authorized Officer__ | Title: Consultant______________ |
4
ex_441009.htm
Exhibit 10.3
1
EMPLOYMENT AGREEMENT
Made and signed in Herzliya on the 7th of November 2022
[Serves as notice to the Employee pursuant to the Notice to Employee and Job Candidate Law (Employment
Conditions and Candidate Screening and Selection) Law, 5762-2002]
This Employment Agreement (this "Agreement") is entered by and between CEVA D.S.P. Ltd., with offices at 2 Maskit Street, Herzliya, Israel, (the "Company") and Amir Panush I.D. No. 025754854 (the "Employee"^1^)
| WHEREAS | Company wishes to employ Employee, and Employee agrees to be employed by Company pursuant to a personal employment agreement, in accordance with the terms and conditions set forth herein; and |
|---|---|
| WHEREAS | Company has agreed to employ Employee and Employee has agreed to be employed by Company in the position of Chief Executive Officer of the Company and of CEVA, Inc. (“Parent”); and |
| --- | --- |
| WHEREAS | the parties wish to regulate and establish the terms of employment of the Employee at the Company in accordance with the terms and conditions set forth in this Agreement. |
| --- | --- |
NOW THEREFORE, the parties hereto hereby declare and agree as follows:
| 1. | Preamble and Exhibits |
|---|---|
| 1.1. | The preamble to this agreement and its Schedules and Exhibits constitutes an integral part hereof. |
| --- | --- |
| 1.2. | The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. |
| --- | --- |
| 2. | Personal Employment Agreement |
| --- | --- |
| 2.1. | This Agreement is personal, it establishes the employment relationship between the Company and the Employee, and the terms and conditions of the employment shall be solely as set forth herein. |
| --- | --- |
| 2.2. | Nothing in this Agreement shall derogate from any right the Employee may have, if at all, in accordance with any law, Extension Order, collective bargaining agreement, employment agreement or any other agreement with respect to the terms of the Employee's employment, if relevant. |
| --- | --- |
| 2.3. | Employee declares and agrees that all payments, rights, and benefits which he is due by the Company for his employment at the Company are arranged in this Agreement, and that he or anyone on employee's behalf shall not be entitled to any additional payments or compensation other than as provided herein. |
| --- | --- |
^1^ All the references in this Agreement that are attributed to "male" (or in male language) are also referred to "female".
2
| 3. | Employee’s Duties and Representations |
|---|
The Employee represents warrants and undertakes all of the following:
| 3.1. | There are no other undertakings or agreements preventing, restricting or limiting Employee from committing himself in accordance with this Agreement and performing Employee's obligations hereunder. |
|---|---|
| 3.2. | He will perform his position with professionalism, dedication, diligence, fidelity, and integrity. He will dedicate the best of his abilities, knowledge, experience, energies and time for the benefit and advancement of the Company, Parent and their controlled affiliates (the “Company Group”), at the highest and most efficient level. |
| --- | --- |
| 3.3. | Employee is not currently and shall not by entering into this Agreement and performing Employee's obligations hereunder be deemed to be (i) violating any right of Employee's former employer(s), or (ii) in breach of or in conflict with, any of Employee's obligations towards Employee's former employer(s) or under any agreement to which Employee is a party or by any obligation to which Employee is bound. |
| --- | --- |
| 3.4. | Other than this Agreement, there are no material plans, contracts or arrangements, or any material amendment thereto, between the Employee and any member of the Company Group to which he is a party or in which he participates that is entered into in connection with the Position. |
| --- | --- |
| 3.5. | There are no related party transactions exceeding $120,000 between the Employee and any member of the Company Group in which he has a direct or indirect material interest. |
| --- | --- |
| 3.6. | There are no family relationships between the Employee and any director or executive officer of any member of the Company Group. |
| --- | --- |
| 3.7. | Employee has the ability, knowledge and qualifications needed to perform Employee's obligations according to this Agreement. |
| --- | --- |
| 3.8. | Employee shall inform the Company, immediately upon becoming aware of every matter in which Employee or Employee's immediate family has a personal interest and which might give rise to a conflict of interest with Employee's duties under the terms of Employee's employment. |
| --- | --- |
| 3.9. | Employee shall not receive any payment or benefit from any third party, directly or indirectly in connection with Employee's employment. In the event the Employee breaches this undertaking, without derogating from any of the Company's right by law or contract, such benefit or payment shall become the sole property of the Company and the Company may deduct the cost/value of such payment/benefit from any sums the Employee may be entitled to. |
| --- | --- |
3
| 3.10. | Employee must comply with Parent’s Code of Conduct and Business Ethics, posted on Parent’s website and updated from time to time, as well as any other policies applicable to similarly situated Company Group employees (the “Codes and Policies”). |
|---|---|
| https://www.ceva-dsp.com/wp-content/uploads/2020/02/CEVA_Code_of_Business_Ethics-Feb-2020.pdf | |
| --- | |
| 3.11. | In carrying out Employee's duties, Employee may make only representations or undertakings on behalf of any member of the Company Group which are reasonably required for the performance of his duties or expressly authorized by the Company. |
| --- | --- |
| 3.12. | Employee acknowledges and agrees that from time-to-time Employee may be required by the Company to travel and stay abroad as part of Employee's obligations under this Agreement. |
| --- | --- |
| 3.13. | Employee will use the Company's Equipment for the purpose of Employee's employment in accordance with the terms and conditions stated in Company's rules and policies, as will be updated from time to time. Thus, any email account assigned by the Company to the Employee (the "mailbox") shall be used for work-related purposes and for reasonable private use. The Employee shall be entitled to use Internet-related email services (such as Gmail, YahooMail, etc.) and other cloud services in accordance with the Company's security policies. |
| --- | --- |
| 3.14. | The Employee acknowledges and agrees as follows: (i) The Company shall have the right to allow other employees and other third parties to use the Employee's assigned computer/laptop; (ii) The Company shall have the right to conduct monitoring of and inspections on any and all the Company's computers, including inspections of all electronic transmissions (email, IM and any other data transfer), internet usage and inspections of their content. For the avoidance of any doubt, it is hereby clarified that all examinations’ finding shall be the Company's sole property; (iii) The Employee shall have no rights for privacy over digital contents and transmissions in any of the Company's owned systems. This includes data directly stored in computer systems storage drive as well as transmitted over wired/wireless network infrastructure. |
| --- | --- |
| The Employee acknowledges and agrees that any refusal to provide consent to said monitoring and inspections - where obtaining such consent is required under law - shall be deemed as evidence for performance of unauthorized use of Company's Equipment. | |
| --- | |
| 3.15. | In any event of the termination of this Agreement, the Employee shall cooperate with the Company and use Employee's best efforts to assist with the integration into the Company's organization of the person or persons who will assume the Employee's responsibilities. |
| --- | --- |
4
| 3.16. | The Employee acknowledges and agrees that the Company collects and processes personal data about him, including personal details (such as name, home address, phone number, nationality, employee ID number, passports and visas, when required, marital status, information about family members), photographs, bank details, professional experience, education, performance history, training records, medical leave information, medical certificates etc. Such data may also be transferred to Parent and its affiliates, in other countries, shared with government authorities and/or law enforcement officials or with third party service providers, who will process it on behalf of the Company, subject to local rules and legislations. |
|---|---|
| 4. | Position |
| --- | --- |
| 4.1. | Employee shall be employed by Company in the Position of Chief Executive Officer of the Company and of Parent (the “Position”), and, within the scope of the Position, Employee shall be responsible, among other things, for management, lead, strategize and execute board members’ decisions. Duties and powers of the Employee may be defined and established from time to time by the Company, in accordance with its needs. |
| --- | --- |
| 4.2. | The employee shall report to Parent’s board of directors. |
| --- | --- |
| 5. | Scope of Position |
| --- | --- |
| 5.1. | Employee shall work full time, in a scope of 100% (as prescribed by law). |
| --- | --- |
| 5.2. | Employee’s regular working hours shall be no less than 42 hours per week (not including a 30 minute lunch break), Sunday to Thursday, during those working hours customary within the Company, with a short working day on Sunday during which the regular hours will be 7.6 hours (not including a 30 minute lunch break) (the "Short Day"). It should be noted that the Short Day can be changed according to the Company's needs. |
| --- | --- |
| 5.3. | Employee's weekly rest day shall be Saturday. It is hereby explicitly represented and clarified that Employee’s position under this Agreement is a management position and a position that requires a special level of fiduciary duty to the Company; accordingly, the Work and Rest Hours Law-1951 shall not apply to the Employee, and he shall not be entitled to any additional payments (except for the Salary set forth in Section 7 hereinafter) for over-time hours or work performed during rest days |
| --- | --- |
| 6. | Term and Termination |
| --- | --- |
| 6.1. | The Employee’s employment pursuant to this Agreement shall commence on January 1, 2023 (the "Commencement Date"), or such earlier date as may be mutually agreed by the Employee and the Company and shall continue until it is terminated as hereafter provided. |
| --- | --- |
5
| 6.2. | The Employee will be employed by the Company for an unlimited period, commencing on the **** Commencement Date and ending whenever this Agreement shall be terminated as provided below (hereinafter: "Period of Employment"). |
|---|---|
| 6.3. | Should the Employee desire to terminate his employment with the Company, he is requested to provide no less than three months’ prior written notice to the Company. Should the Company desire to terminate the employment of the Employee it must provide him with twelve months’ prior written notice (the “Notice Period”), subject to the terms of Sections 6.4 and 6.6 hereof. |
| --- | --- |
| 6.4. | Notwithstanding anything to the contrary herein, the Company may terminate the Employee’s employment for Cause without advance notice and without derogating from any remedy to which the Company may be entitled. A termination for "Cause" is, for the purpose of this Agreement, termination due to: (i) the Employee's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to any member of the Company Group, including, without limitation, embezzlement of funds of the Company Group; (ii) the Employee's material breach of (x) the terms and conditions of this Agreement and any exhibits or annexes hereto, (y) any material Codes or Policies, or (z) any other material employment-related agreement between the Employee and any member of the Company Group, in each case where Employee has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof (unless the Company determines in its reasonable discretion that such breach is of a kind that cannot be cured within such 15 day period); (iii) a good-faith finding by Parent’s board of directors that the Employee (x) has failed to perform his reasonably assigned duties or has refused to use good-faith efforts to comply with the directives of Parent’s board of directors and (y) has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof; (iv) the Employee's involvement in any other act or engagement in any other conduct which, as determined by Parent’s board of directors, constitutes a breach of trust between himself and the Company Group or could cause grave injury to the Company Group, monetarily or otherwise; (v) the Employee is indicted of, or pleads guilty or nolo contendere (or any analogous pleading) to, any crime involving moral turpitude or any felony; (vi) the Employee is adjudicated bankrupt or makes any arrangement or composition with the Employee’s creditors; or (vii) the Employee becomes of unsound mind or is committed as patient for the purposes of any legislation relating to mental health. |
| --- | --- |
| 6.5. | Notwithstanding anything to the contrary herein, the Employee may resign for Good Reason without advance notice and without derogating from any remedy to which he may be entitled. A resignation for "Good Reason" is, shall mean the death of the employee or the occurrence, without the Employee’s written consent, of any of the events or circumstances set forth in clauses (i) through (iv) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected and the Employee has been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first notice of termination for Good Reason given by the Employee) within 15 days following written notice from the Employee to the Company notifying the Company of such event. |
| --- | --- |
6
| (i) | The assignment to the Employee of duties inconsistent in any material respect with the Employee’s position (including status, offices, titles and reporting requirements), authority or responsibilities, or any other action or omission by the Company or the Parent which results in a material diminution in such position, authority or responsibilities. |
|---|---|
| (ii) | A reduction in the Employee’s annual salary as set forth in Section 7 or as may be increased from time to time in accordance with Section 7 of the Agreement, except for a comparable reduction in salary affecting all similarly situated employees. |
| --- | --- |
| (iii) | The failure by the Company to (i) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy) (a “Benefit Plan”) in which the Employee participates or which is applicable to the Employee, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such Benefit Plan, or (ii) continue the Employee’s participation therein (or in such substitute or alternative Benefit Plan), on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants, than the basis existing on the date hereof or as may be agreed from time to time by the Company and the Employee. |
| --- | --- |
| (iv) | Any material breach by the Company of the Agreement. |
| --- | --- |
| 6.6. | Other than as set forth in Section 6.4, the Company also may terminate the Employee's employment without the Notice Period (or part thereof) if (i) it pays the Employee that sum equal to the Salary that he would otherwise be entitled to during the denied Notice Period, (ii) it pays the Employee any amounts due pursuant to the third paragraph of Section 12 and (iii) upon his termination date, the time-based vesting of any equity awards granted to the Employee by the Parent (including any unvested RSUs) are accelerated in full. Similarly, if the Employee resigns for Good Reason, (i) the Company shall pay the Employee that sum equal to the Salary that he would otherwise be entitled to during the twelve month period from the date of delivery of the resignation notice (less any amount of salary earned and paid from delivery of the resignation notice through the termination date, if not contemporaneous), (ii) the Company shall pay the Employee any amounts due pursuant to the third paragraph of Section 12 and (iii) upon his termination date, the time-based vesting of any equity awards granted to the Employee by the Parent (including any unvested RSUs) shall accelerate in full. |
| --- | --- |
| 6.7. | Additional terms regarding termination terms between the parties are attached hereto as Appendix A to this Agreement. |
| --- | --- |
| 6.8. | The Employee shall have no lien on any of the Company's assets, equipment or any other material in Employee's possession, including car, computer, content of email box and cellular phone and Confidential Information as defined in Appendix B (hereinafter the "Company's Equipment"). The Employee shall return to the Company all of the Company's Equipment no later than the day of termination of employee-employer relationship and prior to any unpaid leave or within 7 days following the Company's demand. |
| --- | --- |
7
| 7. | Salary |
|---|---|
| 7.1. | In consideration for the fulfillment of his position and all the duties of his employment, the Company shall pay Employee a gross monthly salary of 150,000 NIS (the “Salary”). Such Salary shall be based on the following: |
| --- | --- |
| 7.1.1. | A gross basic salary of 112,500 NIS (the "Base Salary"). |
| --- | --- |
| 7.1.2. | An additional global supplement for overtime work hours in the gross sum of 37,500 NIS per month (the "Overtime Payment"), based on the assumption that the Employee’s position requires work at extra hours from time to time, estimated at 50 hours of work per month (the “Extra Hours Quota”). Employee hereby undertakes to not work extra hours exceeding the Extra Hours Quota, unless authorized to do so by the Company, in advance and in writing. It is hereby clarified that overtime beyond the approved quota will not be paid. |
| --- | --- |
| In addition, Employee declares that he is aware and acknowledge that he shall not work in extra hours in any case more than 16 extra hours per week or more than 12 hours per day. | |
| --- | |
| 7.2. | Any payment or benefit under this Agreement, other than the Salary, shall not be considered as a salary for any purpose whatsoever, and the Employee shall not maintain or claim otherwise. |
| --- | --- |
| 7.3. | The Salary as aforesaid, and it alone, shall be taken into account for the purpose of calculating the Employee's social benefits including the Employee's rights under the law, and no other addition or benefit of any kind or type whatsoever shall be deemed to be part of the Employee’s salary for all intents and purposes. |
| --- | --- |
| 7.4. | The Salary shall be paid on a monthly basis, no later than the ninth (9) day of each Gregorian month, for the preceding month. |
| --- | --- |
| 8. | Signing Bonus |
| --- | --- |
| 8.1. | The Company shall pay the employee a one-off, one time only sign-on bonus in the gross amount of NIS 600,000 (the "Signing Bonus"). The Signing Bonus shall be paid the employee along with his first salary in the company. |
| --- | --- |
| 8.2. | The Signing Bonus is subject to actual service as an employee to the Company for at least 18 months prior to your delivery of a notice of resignation or termination of employment (i.e., not including the either notice period referenced in Section 6.3 & 6.4). If you leave the Company on your own initiative, or deliver a notice of resignation or termination, during this period, you will be required to return the net amount Signing Bonus you received to the Company (net of applicable taxes withheld). For the avoidance of doubt, it is hereby clarified that should Employee be terminated by the Company, for any reason, he will not be required to return the Signing Bonus. |
| --- | --- |
8
| 8.3. | The Signing Bonus shall not constitute a salary component for any purpose, including for the purpose of calculating any fringe benefits. |
|---|---|
| 8.4. | The Signing Bonus shall be a one-time benefit and shall not create any contractual or other right to receive future grants of similar awards or benefits in lieu of any similar award. |
| --- | --- |
| 9. | Vacation, Recuperation and Sick Leave |
| --- | --- |
| 9.1. | Subject to the provisions of the Annual Vacation Law, 1951 (the "Vacation Law"), the Employee shall be entitled to 23 working days as vacation days (the "Vacation Days"), with respect to each twelve (12) months' period of continuous employment with the Company. The Employee shall be entitled to carry forward the unused Vacation Days in accordance with the terms set out in the Vacation Law only. For the avoidance of doubt, the dates of the Employee's vacation shall be determined by the Company, at its sole and unfettered discretion, in accordance with the Company's needs, and to the extent possible, taking into consideration the Employee's request. The Company shall be entitled to set uniform dates for vacation for all or part of its employees, with respect to all or any part of the vacation days, as it shall consider fit. |
| --- | --- |
| 9.2. | It is hereby expressed that the Employee must make every effort to exercise his Annual Vacation; however, if the Employee is unable to utilize all the vacation days, he shall be entitled to accumulate the unused balance of the vacation days standing to his credit up to a ceiling of double the number of annual vacation days that he is entitled to accumulate according to Israeli Law (the “Ceiling"), provided that he takes at least seven consecutive annual working days' vacation each year. If the Employee accumulate vacation days exceeding the Ceiling, the balance shall be redeemed at the beginning of each calendar year. The Company may instruct the Employee to use his Annual Vacation, in the event that the Company employees are sent by the Company on an organized vacation. At termination of employment, accrued vacation days, up to the Ceiling, will be redeemed based on the Salary only. |
| --- | --- |
| 9.3. | The Employee shall be entitled to accumulated sick leave days, up to maximum 90 sick leave days, in accordance with the provisions of the Sick Pay Law-1976. The Employee shall receive full compensation (100% wage) from the first day of absence due to an illness. |
| --- | --- |
| 9.4. | After completing a full working year at the Company, the Employee shall be entitled to Recuperation Payments in the sum of ten recuperation days per annum ("Dmey Havra'a") in accordance with the applicable law. |
| --- | --- |
9
| 10. | Additional Benefits |
|---|---|
| 10.1. | Parent’s compensation committee shall approve, effective on the Commencement Date, a grant of Restricted Stock Units (“RSU”) under an equity incentive plan of Parent with value equal to $1,200,000, with the exact number of RSUs to be equal to such value divided by the closing price of Parent’s common stock as quoted on Nasdaq on the close of trading on the Commencement Date. One-third of such RSUs will vest on each anniversary of the Commencement Date, subject to Employee’s continued service. |
| --- | --- |
| 10.2. | Parent’s compensation committee will discuss, with the intent to approve, an equity grant of value of $1,200,000 for a combination of RSUs and Performance Stock Units (“PSU”) under an equity incentive plan of Parent in its February 2023 meeting. The terms of the equity grants will be determined at that time and after commencement of the employee’s employment For your information, and as publicly disclosed, in past years RSUs have represented 40% of the total grant value for our CEO and become vested in three equal installments on the anniversary of the grant date and the PSUs have represented 60% of the total grant value for our CEO and become vested upon reaching the performance targets set by the committee. For your information only, and as publicly disclosed, past years’ PSUs were capped at 120% for reaching Company’s 110% of the applicable annual target component. It is anticipated that the Employee’s PSUs will be capped at achievement of 130% for 2023. You are not required to make any monetary payment (other than applicable Tax Obligations) as a condition to receiving the RSU or PSU award or shares of Common Stock issued upon vesting and settlement of the RSUs or PSUs. |
| --- | --- |
| 10.3. | In addition to the RSU and PSU awards discussed in Sections 10.1 and 10.2, Parent’s compensation committee will discuss an additional long-term PSU grant of value $2,000,000 under an equity incentive plan of Parent in its February 2023 meeting, on terms to be discussed and approved at the meeting. |
| --- | --- |
| 10.4. | You will be eligible to participate in the Parent’s Employee Stock Purchase Plan (ESPP) up to the maximum amount permitted thereunder (as in effect from time to time). This plan offers the purchase of Parent shares at a discounted price. Specific information regarding this plan is to be provided under separate cover. |
| --- | --- |
| 10.5. | You must set up an IBI account in order to pursue any activities in relation to equity incentive plans. Details of account set up procedure can be found on the HR section of the CEVA-Central internal website. |
| --- | --- |
10
| 11. | Reimbursement of Car Maintenance |
|---|---|
| 11.1. | The Company shall Reimburse the employee on a monthly basis of car maintenance fees and use of the vehicle in a gross amount of 6,000 NIS (hereinafter: "Car Maintenance Reimbursement"), against the presentation of driving licenses, vehicles and insurance policy once a year. |
| --- | --- |
| 11.2. | The Company shall pay the Car Maintenance Reimbursement to the Employee every month, together with the Salary paid to the Employee for that month. |
| --- | --- |
| 11.3. | It is clarified, for the removal of doubt, that the **** Car Maintenance Reimbursement includes all travel expenses under any applicable law and/or extension orders in respect thereof did not and shall not form part of the Salary in any respect, including for purposes of contributions and payments for any Pension Insurance and the Education Fund and for purposes of calculating the Employee's social rights. |
| --- | --- |
| 12. | Annual Bonus Plan |
| --- | --- |
Subject the discretion of Parent’s board of directors or the compensation committee thereof, the Employee shall be entitled to an annual bonus scheme. The 2023 scheme will be discussed at the February 2023 meeting of Parent’s board of directors. For your information only, and as publicly disclosed, past years’ annual bonus targets were based 70%-110% of Salary and tied to annual business execution, provided that it is anticipated that the Employee’s annual target will be based on 70%-120% of Salary.
For the avoidance of doubt, the above bonus shall not be considered as part of the Employee's salary and, accordingly, shall not serve as the basis for deductions and contributions to the Pension Fund and to the Education Fund and for the calculation of all other social benefits.
In case of termination of Employee’s employment by the Company without Cause, or Employee’s resignation for Good Reason, Employee shall be entitled to the full amount of his annual Bonus calculated based on 100% achievement of defined Company performance objectives (and, for the avoidance of doubt, Employee will be entitled to any unpaid bonus payable with respect to a prior calendar year with full service as if he were still an Employee at the time the time such bonus is determined for other situated employees).
| 13. | Pension Plan / Manager’s Insurance |
|---|
Upon commencement date the Company shall insure the Employee under a senior-employee insurance policy including a pension option or in a pension fund, or a combination of the two, according to the Employee's choice, said pension insurance to be owned by the Company and maintained in the Employee's name (hereinafter: the "Pension Insurance"), as follows:
11
| 13.1. | If the Employee chooses to be insured under a senior-employee insurance policy (hereinafter: the "Policy"): |
|---|---|
| 13.1.1. | The Company shall pay an amount equal to 8.33% of the Salary which shall be allocated to a fund for severance pay, and an additional 6.5% of the Salary. |
| --- | --- |
| 13.1.2. | The Company shall deduct from the Salary an amount equal to 6% of the Salary, and pay such amount, on behalf of the Employee, to the Pension Fund (and by signing this Agreement, the Employee gives his/her consent for such deduction) |
| --- | --- |
| 13.1.3. | The Company's pension allocations, as stated above, will include company's contribution for disability insurance in an amount required to secure at least 75% of the Salary, and in any case the Company's pension allocations will be no less than 5% of the Salary. In any case, the Company's pension allocations and company's contribution for disability insurance, all together, will not exceed 7.5% of the Salary. |
| --- | --- |
| 13.2. | If the Employee chooses to be insured under the Policy and in a pension fund: |
| --- | --- |
| 13.2.1. | The Company and the Employee shall transfer to the Policy the amounts specified in Clause 12.1.1 in respect of the part of the Salary that the Employee decided to insure under the Policy. In addition, the Company and the Employee shall transfer to the pension the amounts specified in Clause 12.1.2 in respect of the part of the Salary which the Employee decides to insure in a pension fund. The Employee hereby gives the Company an irrevocable instruction to deduct from the Salary Employee's share of the payments for the Policy and the pension fund as aforesaid. |
| --- | --- |
| 13.2.2. | The Employee and the Company, by signing this Agreement, adopt the arrangement pursuant to the general confirmation (hereinafter: the "General Confirmation") regarding employers' payments for pension fund and provident fund instead of severance pay, in accordance with the Severance Pay Law, 5723-1963 (hereinafter: the "Severance Pay Law"), attached to this Appendix as Appendix C and forming an integral part hereof. |
| --- | --- |
| 13.3. | In accordance with the General Confirmation: |
| --- | --- |
| 13.3.1. | On the termination of the Employee's employment, (whether Employee was dismissed by the Company or resigned), all the amounts accumulated on the Employee's behalf under the Policy and/or in the pension fund shall be released to the Employee, including the amounts accumulated under the severance pay component. |
| --- | --- |
| 13.3.2. | If the Employee is entitled to severance pay under the Severance Pay Law, the amounts accumulated under the severance pay component of the Policy and/or the pension fund shall be in lieu of severance pay in accordance with Section 14 of the Severance Pay Law, 1963-14 (hereinafter: the**"Severance Pay Law**") and the Employee shall not be entitled to any other additional payments of severance pay. |
| --- | --- |
12
| 13.3.3. | It is clarified that the Company hereby waives any right it might have for repayment of any of the amounts it paid for the Policy and/or the pension fund unless the Employee has been denied the right to severance pay in a final judgment under Sections 16 or 17 of the Severance Pay Law (and to the extent it has been denied), or the Employee withdrew any amount from the Policy and/or the pension fund other than by reason of an "entitling event" (death, disability or retirement). |
|---|---|
| 13.4. | The Employee shall bear all taxes as applicable / payable, on the contributions and deductions of the Company and/or the Employee for the senior-employee insurance and/or the pension fund, as the case may be. |
| --- | --- |
| 14. | Study Fund ("Keren Hishtalmut") |
| --- | --- |
| 14.1. | Upon commencement date the Company shall transfer every month on behalf of the Employee, to a recognized continuing education fund chosen by the Employee (hereinafter: the "Education Fund"), an amount equal to 7.5% of the Salary, and the Employee shall transfer every month to the Education Fund 2.5% of the Salary. |
| --- | --- |
| 14.2. | In the event of payments to the Education Fund shall exceed the limit of the nontaxable deduction the Income Tax Ordinance, the Employee shall bear the tax required for deposits beyond the tax exemption ceiling. |
| --- | --- |
| 14.3. | The Employee hereby authorizes the Company irrevocably to deduct every month from the Salary the amount he is required to transfer to the Continuing Education Fund and/or the tax required. |
| --- | --- |
| 14.4. | The Employee shall bear all taxes applicable / payable, on the contributions and deductions of the Company and/or the Employee for the Continuing Education Fund. |
| --- | --- |
| 15. | Taxes and Compulsory Payments |
| --- | --- |
The Company shall withhold, deduct, transfer and/or charge the Employee with all taxes and other compulsory payments as required under law in respect of, or resulting from, the compensation paid to or received by the Employee and in respect of all the benefits that the Employee is or may be entitled to.
| 16. | Confidentiality, Non-Competition and Intellectual Property. |
|---|
Simultaneously with the signing of this Agreement the Employee shall sign the Non-Disclosure, Unfair Competition and Ownership of Inventions Undertaking in favor of the Company, attached hereto as Appendix B.
13
| 17. | Sexual Harassment |
|---|
The Employee declares that he has read the existing sexual harassment procedure in the Company found on the HR section of the CEVA-Central internal website and sustainability report, and he is aware that the Company acts in accordance with relevant provisions of the law regarding the prevention of sexual harassment in the workplace. Furthermore, he is aware that the Company follows a list of regulations regarding the prevention of sexual harassment, which is held by Dana Maor VP People, who is the party responsible for its enforcement at the Company (“Regulations”). Employee undertakes to fulfill all provisions of relevant laws, and of the Regulations, as they shall be amended from time to time.
| 18. | General Provisions |
|---|---|
| 18.1. | This Agreement and all Appendices attached hereto constitute the entire agreement between the parties and supersede all prior agreements, proposals, understandings and arrangements, if any, whether oral or written, between the parties hereto with respect to the subject matter hereof. |
| --- | --- |
| 18.2. | This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto. |
| --- | --- |
| 18.3. | This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to its laws pertaining to conflict of laws. Any and all disputes in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in Israel. |
| --- | --- |
| 18.4. | Employee acknowledges that the signature of this Agreement was made at Employee's own free will and full consent following a careful reading and understanding of all the provisions of this Agreement and its Appendices. |
| --- | --- |
| 18.5. | Any notice or other communications in connection with this Agreement must be in writing to the address set forth in the preamble to this Agreement (or to such other address as shall be specified by like notice), sent via registered mail, messenger or email. Such notice shall be deemed given after four (4) business days, if sent via registered mail; after one (1) day if sent by messenger, provided a proof of delivery has been received; after one (1) day if sent by email, provided however, that a computerized automatic "received" approval (delivery receipt) was sent by the email server. |
| --- | --- |
| 18.6. | Nothing herein shall derogate from any right conferred on the employee by virtue of any law, extension order, collective agreement, employment agreement or other agreement relating to the terms of his employment. |
| --- | --- |
14
IN WITNESS WHEREOF, the parties hereby execute this Employment Agreement.
| Signature: | /s/ Amir Panush |
|---|---|
| Employee’s name: | Amir Panush |
| Identity number: | 025754854 |
| Date: | November 7, 2022 |
CEVA D.S.P. Ltd. By: /s/ Peter McManamon Title: Authorized Officer
15
APPENDIX A
Additional Terms Relating to Termination
This Appendix is entered into as of the 7th day of November, 2022, between CEVA D.S.P. Ltd., with offices at 2 Maskit Street, Herzlia, Israel, (the "Company") and Amir Panush I.D. No. 025754854 (the "Employee" ) and is intended to establish additional terms relating to the termination of employment relations between the parties, as established in the employment agreement. Capitalized terms used and not defined herein shall have the meanings set forth in the Agreement.
| 1. | Notwithstanding any provision to the contrary in the Agreement, in the event that Employee’s employment relationship is terminated by the Employee for Good Reason (as defined in the Agreement) or by the Company, or any acquiring or succeeding corporation of the Company or CEVA, Inc. (the "Parent"), without Cause (as defined in the Agreement) within 12 months after a Change in Control (as defined below), the Company shall: |
|---|---|
| (i) | pay to the Employee an amount equal to the compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for two years after such termination (based on the Employee’s salary as in effect on the date of termination), which may be paid in a lump sum or in the form of salary continuation at the Company’s discretion; and |
| --- | --- |
| (ii) | the time-based vesting of any equity awards granted to the Employee by the Parent (including any unvested RSUs) shall accelerate in full. |
| --- | --- |
| 2. | The payment to the Employee of the amounts payable hereunder shall (i) be contingent upon the execution by the Employee of a release in a form reasonably acceptable to the Company, and (ii) constitute the sole remedy of the Employee in the event of a termination of the Employee’s employment in the circumstances set forth herein. |
| --- | --- |
| 3. | For purposes of this Appendix “Change in Control” shall mean the consummation of a merger, consolidation or reorganization involving the Parent, a transaction involving the sale or exchange of greater than 50% of the voting stock of the Parent or a sale or other disposition of all or substantially all of the assets of the Parent in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock of the Parent immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the resulting or acquiring corporation in such Business Combination in substantially the same proportions as their ownership of the Common Stock of the Parent immediately prior to such Business Combination. |
| --- | --- |
16
IN WITNESS WHEREOF, the parties hereby execute this Appendix A to the Employment Agreement.
| Signature: | /s/ Amir Panush |
|---|---|
| Employee’s name: | Amir Panush |
| Identity number: | 025754854 |
| Date: | November 7, 2022 |
CEVA D.S.P. Ltd. By: /s/ Peter McManamon Title: Authorized Officer
17
APPENDIX B
THIS NON-DISCLOSURE, UNFAIR COMPETITION AND OWNERSHIP OF INVENTIONS UNDERTAKING ("Undertaking") is entered into as of the 7th day of November, 2022, by Amir Panush, I.D. No. 025754854 (the "Employee").
WHEREAS, the Employee wishes to be employed by CEVA D.S.P. Ltd. (the "Company"); and
WHEREAS, it is critical for the Company to preserve and protect its Confidential Information (as defined below), its rights in Inventions (as defined below) and in all related intellectual property rights, and Employee is entering into this Undertaking as a condition to Employee's employment with the Company.
NOW, THEREFORE, the Employee undertakes and warrants towards the Company as follows:
References herein to the term "Company" shall include any of the Company's direct or indirect parent, subsidiary and affiliated companies, and their respective successors and assigns.
| 1. | Confidentiality. |
|---|---|
| 1.1. | The Employee acknowledges that Employee may have access to information that relates to the Company, its business, assets, financial condition, affairs, activities, plans and projections, customers, suppliers, partners, and other third parties with whom the Company agreed or agrees, from time to time, to hold information of such party in confidence (the "Confidential Information"). Confidential Information shall include, without limitation, information, whether or not marked or designated as confidential, concerning technology, products, research and development, patents, copyrights, inventions, trade secrets, test results, formulae, processes, data, know-how, marketing, promotion, business and financial plans, policies, practices, strategies, surveys, analyses and forecasts, financial information, customer lists, agreements, transactions, undertakings and data concerning employees, consultants, officers, directors, and shareholders. Confidential Information includes information in any form or media, whether documentary, written, oral, magnetic, electronically transmitted, through presentation or demonstration or computer generated. Confidential Information shall not include information that has become part of the public domain not as a result of a breach of any obligation owed by the Employee to the Company; or (ii) is required to be disclosed by law or the binding rules of any governmental organization, provided, however, that Employee gives the Company prompt notice thereof so that the Company may seek a protective order or other appropriate remedy, and further provided, that in the event that such protective order or other remedy is not obtained, Employee shall furnish only that portion of the Confidential Information which is legally required, and shall exercise all reasonable efforts required to obtain confidential treatment for such information. |
| --- | --- |
| 1.2. | The Employee acknowledges and understands that the employment by the Company and the access to Confidential Information creates a relationship of confidence and trust with respect to such Confidential Information. |
| --- | --- |
18
| 1.3. | During the term of Employee's employment and at any time after termination or expiration thereof, for any reason, the Employee shall keep in strict confidence and trust, shall safeguard, and shall not disclose to any person or entity, nor use for the benefit of any party other than the Company, any Confidential Information, other than with the prior express consent of the Company. |
|---|---|
| 1.4. | All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Company or the third party providing such Confidential Information to the Company, as the case may be. Without limitation of the foregoing, the Employee agrees and acknowledges that all memoranda, books, notes, records, email transmissions, charts, formulae, specifications, lists and other documents (contained on any media whatsoever) made, reproduced, compiled, received, held or used by the Employee in connection with the employment by the Company or that otherwise relates to any Confidential Information (the "Confidential Materials"), shall be the Company's sole and exclusive property and shall be deemed to be Confidential Information. All originals, copies, reproductions and summaries of the Confidential Materials shall be delivered by the Employee to the Company upon termination or expiration of the Employee's employment for any reason, or at any earlier time at the request of the Company, without the Employee retaining any copies thereof. |
| --- | --- |
| 1.5. | During the term of the Employee's employment with the Company, Employee shall not remove from the Company's offices or premises any Confidential Materials unless and to the extent necessary in connection with the duties and responsibilities of Employee and permitted pursuant to the then applicable policies and regulations of the Company. In the event that such Confidential Material is duly removed from the Company's offices or premises, Employee shall take all actions necessary in order to secure the safekeeping and confidentiality of such Confidential Materials and return the Confidential Materials to their proper files or location as promptly as possible after such use. |
| --- | --- |
| 1.6. | During the term of the Employee's employment with the Company, Employee will not improperly use or disclose any proprietary or confidential information or trade secrets, and will not bring onto the premises of the Company any unpublished documents or any property, in each case belonging to any former employer or any other person to whom the Employee has an obligation of confidentiality and/or non-use (including, without limitation, any academic institution or any entity related thereto), unless generally available to the public or consented to in writing by that person. |
| --- | --- |
19
| 2. | Unfair Competition and Solicitation. Employee undertakes that during the term of employment with the Company and for a period of six (6) months thereafter: (i) Employee shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which is reasonably likely to involve or require the use of any of the Company's Major Assets, as defined below. Employee confirms that engagement, establishment, opening or involvement, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company as conducted during the term of employment or contemplated, during such term, to be conducted, is likely to require the use of all or a portion of the Company's Major Assets; (ii) Employee shall not, directly or indirectly, solicit, hire or retain as an employee, consultant or otherwise, any employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee's employment with the Company; and (iii) Employee shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate, reduce or modify the scope of such person's engagement with the Company. |
|---|
The Employee acknowledges that in light of Employee's position with the Company and in view of the Employee's exposure to, and involvement in, the Company's sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill and business plans (the "Company's Major Assets"), the provisions of this Section 2 above are reasonable and necessary to legitimately protect the Company's Major Assets, and are being undertaken by the Employee as a condition to the employment of Employee by the Company. The Employee confirms that Employee has carefully reviewed the provisions of this Section 2, fully understands the consequences thereof and has assessed the respective advantages and disadvantages to the Employee of entering into this Undertaking and, specifically, Section 2 hereof.
It is further agreed and undertaken that 20% of Employee's Salary, as such term is defined in Section 7 of the Employment Agreement, shall be deemed as special compensation in consideration of Employees undertakings under Section 2 hereof.
| 3. | Ownership of Inventions. |
|---|---|
| 3.1. | The Employee will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Employee, either alone or jointly with others, during the Employee's employment with the Company (including after hours, on weekends or during vacation time) (all such information, improvements, inventions, formulae, processes, techniques, know-how, and data are hereinafter referred to as the "Invention(s)") immediately upon discovery, receipt or invention as applicable. |
| --- | --- |
20
| 3.2. | The Employee agrees that all the Inventions are, upon creation, considered Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents, copyrights, trade secret and all other rights of any kind or nature, including moral rights, in connection with such Inventions. The Employee hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereto for, trade names and packaging and all goodwill associated with the same; and (vi) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Employee also hereby forever waives and agrees never to assert any and all Moral Rights Employee may have in or with respect to any Inventions, even after termination of employment on behalf of the Company. "Moral Rights" means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty. |
|---|---|
| 3.3. | The Employee further agrees to perform, during and after employment, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company's expense, in obtaining, maintaining, defending and enforcing the Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. The Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as Employee's agents and attorneys-in-fact to act for and on Employee's behalf and instead of Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by the Employee. |
| --- | --- |
| 3.4. | The Employee shall not be entitled, with respect to all of the above, to any monetary consideration or any other consideration except as explicitly set forth in the employment agreement between Employee and the Company. Without limitation of the foregoing, Employee irrevocably confirms that the consideration explicitly set forth in the employment agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with respect to any Invention, including under Section 134 of the Israeli Patent Law - 1967. With respect to all of the above any, oral understanding, communication or agreement not memorialized in writing and duly signed by the Company shall be void. |
| --- | --- |
21
| 4. | General. |
|---|---|
| 4.1. | Employee represents that the performance of all the terms of this Undertaking and Employee's duties as an employee of the Company does not and will not breach any invention assignment, proprietary information, non-compete, confidentiality or similar agreements with, or rules, regulations or policies of, any former employer or other party (including, without limitation, any academic institution or any entity related thereto). Employee acknowledges that the Company is relying upon the truthfulness and accuracy of such representations in employing the Employee. |
| --- | --- |
| 4.2. | The Employee acknowledges that the provisions of this Undertaking serve as an integral part of the terms of Employee's employment and reflect the reasonable requirements of the Company in order to protect its legitimate interests with respect to the subject matter hereof. |
| --- | --- |
| 4.3. | Employee recognizes and acknowledges that in the event of a breach or threatened breach of this Undertaking by the Employee, the Company may suffer irreparable harm or damage and will, therefore, be entitled to injunctive relief to enforce this Undertaking (without limitation to any other remedy at law or in equity). |
| --- | --- |
| 4.4. | This Undertaking is governed by and construed in accordance with the laws of the State of Israel, without giving effect to its laws pertaining to conflict of laws. Any and all disputes in connection with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in the city of Tel-Aviv-Jaffa, Israel. |
| --- | --- |
| 4.5. | If any provision of this Undertaking is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Undertaking only with respect to such jurisdiction in which such clause or provision cannot be enforced, and the remainder of this Undertaking shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Undertaking. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law. |
| --- | --- |
| 4.6. | The provisions of this Undertaking shall continue and remain in full force and effect following the termination or expiration of the employment relationship between the Company and the Employee, for whatever reason. This Undertaking shall not serve in any manner so as to derogate from any of the Employee's obligations and liabilities under any applicable law. |
| --- | --- |
22
| 4.7. | This Undertaking constitutes the entire agreement between the Employee and the Company with respect to the subject matter hereof and supersede all prior agreements, proposals, understandings and arrangements, if any, whether oral or written, with respect to the subject matter hereof. No amendment of or waiver of, or modification of any obligation under this Undertaking will be enforceable unless set forth in a writing signed by the Company. No delay or failure to require performance of any provision of this Undertaking shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Undertaking as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived. |
|---|---|
| 4.8. | This Undertaking, the rights of the Company hereunder, and the obligations of Employee hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights under this Undertaking. Employee may not assign, whether voluntarily or by operation of law, any of its obligations under this Undertaking, except with the prior written consent of the Company. **** |
| --- | --- |
IN WITNESS WHEREOF, the undersigned, has executed the Undertaking as of the date first mentioned above.
| Signature: | /s/ Amir Panush |
|---|---|
| Employee’s name: | Amir Panush |
| Identity number: | 025754854 |
| Date: | November 7, 2022 |
CEVA D.S.P. Ltd. By: /s/ Peter McManamon Title: Authorized Officer
23
APPENDIX C
GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY
By virtue of my power under section 14 of the Severance Pay Law, 1963 (hereinafter: the “Law*"), I certify that payments made by an employer commencing from the date of the publication of this approval publication for his employee to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct of Benefit Funds) Regulations, 1964 (hereinafter: the* “Pension Fund*") or to managers insurance including the possibility of an insurance pension fund or a combination of payments to an annuity fund and to a non-annuity fund (hereinafter: the* “Insurance Fund*), including payments made by him by a combination of payments to a Pension Fund and an Insurance Fund, whether or not the Insurance Fund has an annuity fund (hereinafter: the* “Employer's Payments*), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the* “Exempt Salary*"), provided that all the following conditions are fulfilled:*
| (1) | The Employer's Payments - |
|---|---|
| (a) | To the Pension Fund are not less than 14 ^1^ / 3 % of the Exempt Salary. In the event the employer has not paid an addition to the said 12%, his payments shall be only in lieu of 72% of the employee's severance pay; |
| --- | --- |
| (b) | To the Insurance Fund are not less than one of the following: |
| --- | --- |
(1) 13 ^1^ / 3 % of the Exempt Salary, if the employer pays for his employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 2 ^1^ / 2 % of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance*");*
(2) 11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer's Payments shall only replace 72% of the Employee's severance pay; In the event the employer has paid in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 2 ^1^ / 3 % of the Exempt Salary, the Employer's Payments shall replace 100% of the employee's severance pay.
| (2) | No later than three months from the commencement of the Employer's Payments, a written agreement is executed between the employer and the employee in which - |
|---|---|
| (a) | The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer's Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval; |
| --- | --- |
| (b) | The employer waives in advance any right, which it may have to a refund of monies from his payments, unless the employee’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked and/or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; in such regard "Entitling Event" means death, disability or retirement at after the age of 60. |
| --- | --- |
| (3) | This approval is not such as to derogate from the employee's right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary. |
| --- | --- |
| /s/ Amir Panush_____ | /s/ Peter McManamon |
| --- | --- |
| The Employee | The Employer |
| CEVA D.S.P. Ltd. |
ex_441010.htm
Exhibit 10.4
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Made and signed on the 7 ^th^ of November 2022
This Amendment to the Employment Agreement (this “Amendment”) is entered into as of November 7, 2022 (“Amendment Execution Date”) by and between CEVA D.S.P. Ltd (the “Company”), and Michael Boukaya, I.D. No. 313701112 of 28 Hashalev St. Yad Benjamin, Israel (the “Employee”, and together with the Company, the “Parties”).
Whereas the Parties entered into an employment agreement effective as of 4 April 2019 and amended on 18 February 2021 (as amended, the “Agreement”); and
Whereas the Parties agreed to amend the Agreement, all as set out in this Amendment.
Now Therefore, the Parties agree as follows:
1. Amendments to the Agreement
Upon the date that Amir Panush commences employment as Chief Executive Officer of the Company (the “Amendment Effective Date”), which is currently anticipated to be January 1, 2023, the following terms of the Agreement shall be amended:
| 1.1. | The Employee’s title shall now become Executive Vice President and Chief Operating Officer of CEVA, Inc. His responsibilities and reporting as set forth in Section 4 of the Agreement shall continue unchanged. |
|---|---|
| 1.2. | The following warranties shall be added to section 3 of the Agreement: |
| --- | --- |
| 3.12. | Other than this Agreement, there are no material plans, contracts or arrangements, or any material amendment thereto, between the Employee and the Company, CEVA, Inc. or their affiliates (together, the “Company Group”) to which he is a party or in which he participates that is entered into in connection with the Position. |
| --- | --- |
| 3.13. | There are no related party transactions exceeding $120,000 between the Employee and any member of the Company Group in which he has a direct or indirect material interest. |
| --- | --- |
| 3.14. | There are no family relationships between the Employee and any director or executive officer of any member of the Company Group. |
| --- | --- |
| 1.3. | The Employee's Salary, as established in section 7 of the Agreement, shall stand at NIS 85,000 (gross) monthly, so that the Base Salary shall stand at NIS 63,750 and the Overtime Payment shall stand at NIS 21,250. |
| --- | --- |
| 1.4. | Sections 6.1 to 6.5 of the Agreement shall be deleted and replaced with the following language: |
|---|---|
| 6.1 | This Agreement shall commence from April 4, 2019 (the “Commencement Date”), for an unlimited period. |
| --- | --- |
| 6.2 | Should the Employee desire to terminate his employment with the Company, he is requested to provide six months’prior written notice to the Company. Should the Company desire to terminate the employment of the Employee it must provide him with six months’prior written notice (the “Notice Period”), subject to the terms of Section 6.3 and 6.4 hereof. |
| --- | --- |
| 6.3 | Notwithstanding anything to the contrary herein, the Company may terminate the Employee’s employment for Cause without advance notice and without derogating from any remedy to which the Company may be entitled. A termination for "Cause" is, for the purpose of this section, termination due to: (i) the Employee's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to any member of the Company Group, including, without limitation, embezzlement of funds of the Company Group; (ii) the Employee's material breach of (x) the terms and conditions of this Agreement and any exhibits or annexes hereto, (y) CEVA, Inc.’s Code of Conduct and Business Ethics, posted on CEVA, Inc.’s website and updated from time to time, as well as any other material policies applicable to similarly situated Company Group employees, or (z) any other material employment-related agreement between the Employee and any member of the Company Group, in each case where Employee has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof (unless the Company determines in its reasonable discretion that such breach is of a kind that cannot be cured within such 15 day period); (iii) a good-faith finding by CEVA, Inc.’s CEO or board of directors that the Employee (x) has failed to perform his reasonably assigned duties or has refused to use good-faith efforts to comply with the directives of CEVA, Inc.’s CEO or board of directors and (y) has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof; (iv) the Employee's involvement in any other act or engagement in any other conduct which, as determined by CEVA, Inc.’s CEO or board of directors, constitutes a breach of trust between himself and the Company Group or could cause grave injury to the Company Group, monetarily or otherwise; (v) the Employee is indicted of, or pleads guilty or nolo contendere (or any analogous pleading) to, any crime involving moral turpitude or any felony; (vi) the Employee is adjudicated bankrupt or makes any arrangement or composition with the Employee’s creditors; or (vii) the Employee becomes of unsound mind or is committed as patient for the purposes of any legislation relating to mental health. |
| --- | --- |
| 6.4 | Notwithstanding anything to the contrary herein, the Employee may resign for Good Reason without advance notice and without derogating from any remedy to which he may be entitled. A resignation for "Good Reason" is, shall mean the death of the employee or the occurrence, without the Employee’s written consent, of any of the events or circumstances set forth in clauses (i) through (iv) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected and the Employee has been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first notice of termination for Good Reason given by the Employee) within 15 days following written notice from the Employee to the Company notifying the Company of such event. |
|---|---|
| (i) | The assignment to the Employee of duties inconsistent in any material respect with the Employee’s position (including status, offices, titles and reporting requirements), authority or responsibilities, or any other action or omission by the Company or CEVA, Inc. which results in a material diminution in such position, authority or responsibilities. |
| --- | --- |
| (ii) | A reduction in the Employee’s annual salary as set forth in Section 7 or as may be increased from time to time in accordance with Section 7 of the Agreement, except for a comparable reduction in salary affecting all similarly situated employees. |
| --- | --- |
| (iii) | The failure by the Company to (i) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy) (a “Benefit Plan”) in which the Employee participates or which is applicable to the Employee, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such Benefit Plan, or (ii) continue the Employee’s participation therein (or in such substitute or alternative Benefit Plan), on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants, than the basis existing on the date hereof or as may be agreed from time to time by the Company and the Employee. |
| --- | --- |
| (iv) | Any material breach by the Company of the Agreement. |
|---|---|
| 6.5 | Other than the cases set forth above, the Company also may terminate the Employee's employment without the Notice Period (or part thereof) if it pays the Employee that sum equal to the Salary that he would otherwise be entitled to during the denied Notice Period. Similarly, if the Employee resigns for Good Reason, the Company shall pay the Employee that sum equal to the Salary that he would otherwise be entitled to during the Notice Period (less any amount of salary earned and paid from delivery of the resignation notice through the termination date, if not contemporaneous). |
| --- | --- |
| 1.5. | The following shall be added to section 6 of the Agreement: |
| --- | --- |
| 6.6 | Additional terms regarding termination terms between the parties are attached hereto as Appendix B to this Agreement. |
| --- | --- |
| 6.7 | The Employee shall have no lien on any of the Company Group's assets, equipment or any other material in Employee's possession, including: car, computer, content of email box and cellular phone and Confidential Information as defined in Appendix B (hereinafter the "Company's Equipment"). The Employee shall return to the Company all of the Company's Equipment no later than the day of termination of employee-employer relationship and prior to any unpaid leave or within 7 days following the Company's demand. |
| --- | --- |
| 1.6. | The Attached Appendix B shall be added to the Agreement. |
| --- | --- |
| 2. | Miscellaneous |
| --- | --- |
| 2.1. | All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. |
| --- | --- |
| 2.2. | This Amendment may be changed, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto. |
|---|---|
| 2.3. | This Amendment shall be governed by and construed in accordance with the laws of the State of Israel. |
| --- | --- |
| 2.4. | This Amendment serves as a notice to the Employee pursuant to the Notice to Employee and Candidate (Employment Terms and Screening Procedures) Law, 5762-2002. |
| --- | --- |
| 2.5. | If the Amendment Effective Date has not occurred by February 15, 2023, this Amendment, including Appendix B hereto, shall be null and void and of no effect. |
| --- | --- |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Agreement as of the Amendment Execution Date.
| Company: | Employee: |
|---|---|
| Signature: /s/ Peter McManamon_<br><br> <br>Name: Peter McManamon______<br><br> <br>Title: Authorized Officer_ | Signature: /s/ Michael Boukaya_ |
APPENDIX B
Additional Terms relating to Termination
This Appendix is entered into as of the 7^th^ day of November, 2022, between CEVA D.S.P. Ltd., with offices at 2 Maskit Street, Herzlia, Israel, (the "Company") and Michael Boukaya, I.D. No. 313701112 of 28 Hashalev St. Yad Benjamin, Israel (the "Employee"), is intended to establish additional terms relating to the termination of employment relations between the parties, as established in the employment agreement (as amended from time to time, the "Agreement") entered into on 4 April 2019 and amended 18 February 2021 and 7 November 2022 (the “Second Amendment”), and shall become effective upon the Amendment Effective Date. Capitalized terms used and not defined herein shall have the meanings set forth in the Second Amendment.
| 1. | Notwithstanding any provision to the contrary in the Agreement, in the event that Employee’s employment relationship is terminated by the Employee for Good Reason (as defined in the Second Amendment) or by the Company, or any acquiring or succeeding corporation of the Company or CEVA, Inc. (the "Parent"), without Cause (as defined in the Second Amendment) within 12 months after a Change in Control (as defined below), the Company shall: |
|---|---|
| (i) | pay to the Employee an amount equal to the compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for two years after such termination (based on the Employee’s salary as in effect on the date of termination); which may be paid in a lump sum or in the form of salary continuation at the Company’s discretion; and |
| --- | --- |
| (ii) | the time-based vesting of any equity awards granted to the Employee by the Parent shall accelerate in full. |
| --- | --- |
| 2. | The payment to the Employee of the amounts payable hereunder shall (i) be contingent upon the execution by the Employee of a release in a form reasonably acceptable to the Company, and (ii) constitute the sole remedy of the Employee in the event of a termination of the Employee’s employment in the circumstances set forth herein. |
| --- | --- |
| 3. | For purposes of this Appendix “Change in Control” shall mean the consummation of a merger, consolidation or reorganization involving the Parent, a transaction involving the sale or exchange of greater than 50% of the voting stock of the Parent or a sale or other disposition of all or substantially all of the assets of the Parent in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock of the Parent immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the resulting or acquiring corporation in such Business Combination in substantially the same proportions as their ownership of the Common Stock of the Parent immediately prior to such Business Combination. |
| --- | --- |
IN WITNESS WHEREOF, the parties hereby execute this Employment Agreement.
| Signature: | /s/ Michael Boukaya |
|---|---|
| Employee’s name: | Michael Boukaya |
| Identity number: | 313701112 |
| Date: | November 7, 2022 |
CEVA D.S.P. Ltd. By: /s/ Peter McManamon_______ Title: Authorized Officer
ex_441011.htm
Exhibit 10.5
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Made and signed on the 7 ^th^ of November 2022
This Amendment to the Employment Agreement (this “Amendment”) is entered into as of November 7, 2022 (“Amendment Execution Date”) by and between CEVA D.S.P. Ltd (the “Company”), and Yaniv Arieli, ID No. 023832827 of Ha-Shemesh ha-Ola St. 3,
Ramot HaShavim, 4359000 Israel (the “Employee”, and together with the Company, the “Parties”).
Whereas the Parties entered into an employment agreement effective as of 1 August 2005 and amended on 6 November 2013 (the “First Amendment”) and 18 February 2021 (as amended, the “Agreement”); and
Whereas the Parties agreed to amend the Agreement, all as set out in this Amendment.
Now Therefore, the Parties agree as follows:
| 1. | Amendments to the Agreement |
|---|
Upon the date that Amir Panush commences employment as Chief Executive Officer of the Company (the “Amendment Effective Date”), which is currently anticipated to be January 1, 2023, the following terms of the Agreement shall be amended:
| 1.1. | The Employee's Salary, as established in Section 1 of the Agreement, shall stand at NIS 100,000 (gross) monthly, so that the Base Salary shall stand at NIS 75,000 and the Overtime Payment shall stand at NIS 25,000. |
|---|---|
| 1.2. | Section 2.2 of the Agreement shall be deleted and replaced with the following language: |
| --- | --- |
| 2.2 | Should the Employee desire to terminate his employment with the Company, he is requested to provide six months’ prior written notice to the Company. Should the Company desire to terminate the employment of the Employee, it must provide him with six months’ prior written notice (the “Notice Period”). |
| --- | --- |
| 1.3. | Sections 3.1 and 3.2 of Appendix A to the Agreement shall be deleted and replaced with the following language: |
|---|---|
| 3.1 | Other than the cases set forth in Section 3.2, the Company also may terminate the Employee's employment without the Notice Period (or part thereof) if it pays the Employee that sum equal to the Salary that he would otherwise be entitled to during the denied Notice Period. Similarly, if the Employee resigns for Good Reason, the Company shall pay the Employee that sum equal to the Salary that he would otherwise be entitled to during the Notice Period (less any amount of salary earned and paid from delivery of the resignation notice through the termination date, if not contemporaneous). For the avoidance of any doubt, it is hereby expressed that the Company reserves its right pursuant to this paragraph in both the event the notice of termination of employment was delivered by it or in the event that it was delivered by the Employee, and the latter case shall not constitute a dismissal of employment by the Company. |
| --- | --- |
| 3.2 | Notwithstanding anything to the contrary herein, the Company may terminate the Employee’s employment for Cause without advance notice and without derogating from any remedy to which the Company may be entitled. Further notwithstanding anything to the contrary herein, the Employee may resign for Good Reason without advance notice and without derogating from any remedy to which he may be entitled. |
| --- | --- |
| 1.4. | Section 3 of the First Amendment shall be deleted and replaced with the following language: |
| --- | --- |
| 3. | Definition of Cause . A termination for "Cause" is, for the purpose of this Amendment and the Agreement, termination due to: |
| --- | --- |
| (i) | the Employee's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to any member of the Company and its affiliates (the “Company Group”), including, without limitation, embezzlement of funds of the Company Group; |
| --- | --- |
| (ii) | the Employee's material breach of (x) the terms and conditions of the Agreement and all amendments and appendices thereto, (y) Parent’s Code of Conduct and Business Ethics, posted on Parent’s website and updated from time to time, as well as any other material policies applicable to similarly situated Company Group employees, or (z) any other material employment-related agreement between the Employee and any member of the Company Group, in each case where Employee has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof (unless the Company determines in its reasonable discretion that such breach is of a kind that cannot be cured within such 15 day period); |
|---|---|
| (iii) | a good-faith finding by Parent’s CEO or board of directors that the Employee (x) has failed to perform his reasonably assigned duties or has refused to use good-faith efforts to comply with the directives of Parent’s CEO or board of directors and (y) has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof; |
| --- | --- |
| (iv) | the Employee's involvement in any other act or engagement in any other conduct which, as determined by Parent’s CEO or board of directors, constitutes a breach of trust between himself and the Company Group or could cause grave injury to the Company Group, monetarily or otherwise; |
| --- | --- |
| (v) | the Employee is indicted of, or pleads guilty or nolo contendere (or any analogous pleading) to, any crime involving moral turpitude or any felony; |
| --- | --- |
| (vi) | the Employee is adjudicated bankrupt or makes any arrangement or composition with the Employee’s creditors; or |
| --- | --- |
(vii) the Employee becomes of unsound mind or is committed as patient for the purposes of any legislation relating to mental health.
| 1.5. | Section 5 of the First Amendment shall be deleted and replaced with the following language: |
|---|---|
| 5. | Definition of Good Reason . A resignation for "Good Reason", for the purpose of this Amendment and the Agreement, shall mean the death of the employee or the occurrence, without the Employee’s written consent, of any of the events or circumstances set forth in clauses (i) through (iv) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected and the Employee has been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first notice of termination for Good Reason given by the Employee) within 15 days following written notice from the Employee to the Company notifying the Company of such event. |
| --- | --- |
| (i) | The assignment to the Employee of duties inconsistent in any material respect with the Employee’s position (including status, offices, titles and reporting requirements), authority or responsibilities, or any other action or omission by the Company or the Parent which results in a material diminution in such position, authority or responsibilities. |
| --- | --- |
| (ii) | A reduction in the Employee’s annual salary as set forth in Section 1 of the Agreement, or as may be increased from time to time in accordance with Section 1 of the Agreement, except for a comparable reduction in salary affecting all similarly situated employees. |
| --- | --- |
| (iii) | The failure by the Company to (i) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy) (a “Benefit Plan”) in which the Employee participates or which is applicable to the Employee, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such Benefit Plan, or (ii) continue the Employee’s participation therein (or in such substitute or alternative Benefit Plan), on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants, than the basis existing on the date hereof or as may be agreed from time to time by the Company and the Employee. |
| --- | --- |
| (iv) | Any material breach by the Company of the Agreement and all amendments and appendices thereto. |
|---|---|
| 2. | Miscellaneous |
| --- | --- |
| 2.1. | All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. |
| --- | --- |
| 2.2. | This Amendment may be changed, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto |
| --- | --- |
| 2.3. | This Amendment shall be governed by and construed in accordance with the laws of the State of Israel. |
| --- | --- |
| 2.4. | This Amendment serves as a notice to the Employee pursuant to the Notice to Employee and Candidate (Employment Terms and Screening Procedures) Law, 5762-2002. |
| --- | --- |
| 2.5. | If the Amendment Effective Date has not occurred by February 15, 2023, this Amendment shall be null and void and of no effect. |
| --- | --- |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Agreement as of the Amendment Effective Date.
| Company: | Employee |
|---|---|
| Signature:<br><br> <br><br><br> <br>/s/ Peter McManamon___<br><br> <br>Name: Peter McManamon<br><br> <br>Title: Authorized Officer | Signature:<br><br> <br><br><br> <br>/s/ Yaniv Arieli____________ |
ex_441396.htm
Exhibit 99.1
CEVA, Inc. Announces CEO Transition Plan
- Current CEO Gideon Wertheizer to Retire at Year End
- Board Appoints Technology Industry Veteran Amir Panush as CEO Effective January 2023
Rockville, MD, November 9, 2022 **** – CEVA, Inc. (NASDAQ: CEVA), the leading licensor of wireless connectivity and smart sensing technologies and co-creation solutions, today announced that CEO Gideon Wertheizer has chosen to retire at the end of 2022. The CEVA board of directors has unanimously appointed Amir Panush as CEO effective January 1^st^, 2023. Mr. Wertheizer will continue to serve as an active member of CEVA’s board of directors and will be employed in an advisory role in the near term to ensure a smooth leadership transition.
“On behalf of everyone at the Company, I would like to sincerely thank Gideon for his strategic vision, leadership and dedication to the success of CEVA since the company’s inception 20 years ago,” said Peter McManamon, Chairman of the Board of CEVA. “Under Gideon’s stewardship, CEVA has transformed into the industry’s undisputed leader in wireless connectivity and smart sensing platform IPs that power billions of devices around the world. We look forward to continuing to benefit from Gideon’s experience and counsel as an adviser and board member going forward.”
”It has been a great honor for me to lead CEVA, and I am extremely proud of what our team has achieved together,” stated Mr. Wertheizer. “As much as we have achieved over the past 20 years, CEVA has limitless future potential, with ubiquitous technologies and a collaborative business model for smart and connected devices. I would like to thank all of my colleagues for their support, dedication to innovation and diligence over the years and look forward to continuing to contribute to the Company.”
Amir Panush was selected to succeed Mr. Wertheizer as CEO following an extensive search. Having been based in the U.S. for the past 17 years, Mr. Panush will relocate to Israel in the coming months. Mr. McManamon commented: “Amir has an excellent track record of leadership at large technology companies, strong relationships within the industry, and many intersections with CEVA’s target markets. Amir is a thoughtful and analytical person that impressed us with his strategic vision and is an outstanding fit for CEVA. We look forward to working with Amir to write the next chapter of CEVA’s growth story.”
Amir Panush joins CEVA from InvenSense, Inc., a TDK group company, where he served as CEO and General Manager of TDK Corporation’s MEMS Sensors Business Group and where he led the company through revenue growth of over 100% since 2020. Mr. Panush previously held various leadership positions at TDK, following TDK’s successful acquisition of InvenSense in 2017. Mr Panush joined Invensense in 2015, serving as head of the company’s Strategy & Corporate Development, where he drove strategic expansion and diversification efforts. Prior to InvenSense, Mr. Panush held several leadership roles at Qualcomm Inc. (NASDAQ: QCOM) and led strategic marketing and partnerships at Atheros Communications (acquired by Qualcomm). His earlier industry roles spanned software engineering and project management leadership at Texas Instruments and Comsys Mobile (acquired by Intel). Mr. Panush holds a Master of Business Administration from Haas Business School, University of California at Berkeley and a bachelor’s degree, Cum Laude, in Computer Science from Technion Institute of Technology in Israel.
Mr. Panush commented: “I am incredibly excited about the opportunity to lead CEVA forward and I am honored by the trust shown in me by CEVA’s board of directors. CEVA is uniquely positioned to leverage its deep portfolio of wireless connectivity and smart sensing IPs at a time when the market opportunity for these technologies has never been greater. I am energized by the opportunity to build on this technology leadership together with our highly talented team to accelerate the Company’s growth and enhance the financial performance in the years ahead.”
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause the results of CEVA to differ materially from those expressed or implied by such forward-looking statements and assumptions. Forward-looking statements include statements regarding the anticipated commencement of Mr. Panush’s service as CEO, Mr. Wertheizer’s continued service to CEVA, and CEVA’s growth potential and market opportunities. The risks, uncertainties and assumptions that could cause differing CEVA results include: the scope and duration of the COVID-19 pandemic; the extent and length of the restrictions associated with the COVID-19 pandemic and the impact on customers, consumer demand and the global economy generally; the ability of CEVA DSP cores and other technologies to continue to be strong growth drivers for us; our success in penetrating new markets, including in the base station and IoT markets, and maintaining our market position in existing markets; our ability to diversify the company's royalty streams, the ability of products incorporating our technologies to achieve market acceptance, the maturation of the connectivity, IoT and 5G markets, the effect of intense industry competition and consolidation, global chip market trends, including supply chain issues as a result of COVID-19 and other factors, the possibility that markets for CEVA's technologies may not develop as expected or that products incorporating our technologies do not achieve market acceptance; our ability to timely and successfully develop and introduce new technologies; our ability to successfully integrate Intrinsix into our business; and general market conditions and other risks relating to our business, including, but not limited to, those that are described from time to time in our SEC filings. CEVA assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
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About CEVA, Inc.
CEVA is the leading licensor of wireless connectivity and smart sensing technologies and co-creation solutions for a smarter, safer, connected world. We provide Digital Signal Processors, AI engines, wireless platforms, cryptography cores and complementary software for sensor fusion, image enhancement, computer vision, voice input and artificial intelligence. These technologies are offered in combination with our Intrinsix IP integration services, helping our customers address their most complex and time-critical integrated circuit design projects. Leveraging our technologies and chip design skills, many of the world’s leading semiconductors, system companies and OEMs create power-efficient, intelligent, secure and connected devices for a range of end markets, including mobile, consumer, automotive, robotics, industrial, aerospace & defense and IoT.
Our DSP-based solutions include platforms for 5G baseband processing in mobile, IoT and infrastructure, advanced imaging and computer vision for any camera-enabled device, audio/voice/speech and ultra-low-power always-on/sensing applications for multiple IoT markets. For sensor fusion, our Hillcrest Labs sensor processing technologies provide a broad range of sensor fusion software and inertial measurement unit (“IMU”) solutions for markets including hearables, wearables, AR/VR, PC, robotics, remote controls and IoT. For wireless IoT, our platforms for Bluetooth (low energy and dual mode), Wi-Fi 4/5/6 (802.11n/ac/ax), Ultra-wideband (UWB), NB-IoT and GNSS are the most broadly licensed connectivity platforms in the industry.
CEVA is a sustainable and environmentally conscious company, adhering to our Code of Business Conduct and Ethics. As such, we emphasize and focus on environmental preservation, recycling, the welfare of our employees and privacy – which we promote on a corporate level. At CEVA, we are committed to social responsibility, values of preservation and consciousness towards these purposes.
Visit us at www.ceva-dsp.com and follow us on Twitter, YouTube, Facebook, LinkedIn and Instagram
For More Information Contact:
| Yaniv Arieli<br><br> <br>CEVA, Inc.<br><br> <br>CFO<br><br> <br>+1.650.417.7941<br><br> <br>yaniv.arieli@ceva-dsp.com | Richard Kingston<br><br> <br>CEVA, Inc.<br><br> <br>VP Market Intelligence, Investor & Public Relations<br><br> <br>+1.650.417.7976<br><br> <br>richard.kingston@ceva-dsp.com |
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