UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 20, 2020
CEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-49842
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77-0556376
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1174 Castro Street, Suite 210, Mountain View, CA
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94040
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650/417/7900
(Registrant’s Telephone Number, Including Area Code)
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 communications 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $.001 per share |
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 (§230.405 of this chapter) or Rule 12b-2 of the Security Exchange Act of 1934 (§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
2020 Executive Bonus Plan for Chief Executive Officer, Chief Financial Officer and Chief Operating Officer
On February 20, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CEVA, Inc. (the “Corporation”) approved a 2020 Executive Bonus Plan (the “2020 Executive Plan”), effective as of January 1, 2020, for Gideon Wertheizer, the Corporation’s Chief Executive Officer, Yaniv Arieli, the Corporation’s Chief Financial Officer, and Michael Boukaya, the Corporation’s Chief Operating Officer.
The Committee believes that the 2020 Executive Plan is an important part of maintaining the overall competitiveness of the Corporation’s executive compensation program and serves as an effective device to motivate its executive officers to achieve the financial and strategic goals and objectives reflected in the Corporation’s annual operating plan, which are designed to further the creation of long-term stockholder value.
Parameters of the 2020 Executive Plan are as follows:
Under the 2020 Plan, the target annual cash incentive award opportunities for each of Messrs. Wertheizer, Arieli and Boukaya are established as a percentage of each such executive officer's base salary for 2020. The target and maximum award opportunities for Messrs. Wertheizer, Arieli and Boukaya for 2020 are as follows:
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Named Executive Officer |
Target Award
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Maximum Award
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Gideon Wertheizer |
70 | % | 110 | % | ||||
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Yaniv Arieli |
50 | % | 75 | % | ||||
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Michael Boukaya |
50 | % | 75 | % | ||||
Payment of bonuses (if any) will be made in 2021. Bonuses will be paid in cash in a single lump sum, subject to payroll taxes and tax holdings.
Due to their strategic significance, the Corporation believes that the disclosure of the 2020 Revenue Target, 2020 EPS Target, Specified Bookings, Specified Bookings Targets and the pre-determined technologies and markets targeted by the Corporation under the 2020 Executive Plan would cause future competitive harm to the Corporation and therefore are not disclosed.
The above is a description of the 2020 Executive Plan provided pursuant to Paragraph 10(iii) to Item 601 of Regulation S-K, which requires a written description of a compensatory plan when there is no formal document containing the compensation information.
2020 Incentive Bonus Plan for EVP, Worldwide Sales
On February 20, 2020, the Committee approved a 2020 Incentive Plan (the “Ohana 2020 Plan”) for Issachar Ohana, the Corporation’s Executive Vice President, Worldwide Sales, effective as of January 1, 2020.
In accordance with the Ohana 2020 Plan, his bonus is based on a formula using a specified 2020 annual revenue target multiplied by a specified commission rate. A commission multiplier of 1.0 is applied to the commission rate based on 0% to 100% achievement of the 2020 annual revenue target. A commission multiplier of 1.5 is applied to the commission rate based on the achievement of the 2020 annual revenue target beyond 100%. Mr. Ohana’s bonus based on the achievement of the 2020 annual revenue target is capped at $128,000. In addition, Mr. Ohana is eligible to receive a bonus up to $32,000 associated with achievement of Specified Booking Target and execution of definitive license agreements with certain original equipment manufacturers for pre-determined technologies in specific geographic region and customers for a pre-determined strategic market, all similar to the criterion associated with the 2020 Executive Plan. Moreover, Mr. Ohana is eligible to receive an additional quarterly bonus of $5,000 each if specified quarterly revenue targets based on the 2020 annual revenue target are achieved. Furthermore, Mr. Ohana is eligible to receive an additional bonus of $5,000 each time he successfully executes a license agreement with a specified strategic customer that exceeds one million dollars (not including prepaid royalties). The 2020 strategic account bonus is capped at $25,000 if the Corporation fails to achieve the 2020 annual revenue target but Mr. Ohana would not be subject to any cap if the 2020 annual revenue target is achieved. The commission-based bonus is payable quarterly based on the criteria discussed above and is subject to payroll taxes and tax withholdings.
Due to their strategic significance, the Corporation believes that the disclosure of the 2020 annual revenue target, quarterly revenue targets, commission rate, information relating to the strategic customer accounts, Specified Bookings, Specified Bookings Targets and the specified technologies and market industries targeted by the Corporation under the Ohana 2020 Plan would cause competitive harm to the Corporation and therefore are not disclosed.
The foregoing description of the Ohana 2020 Plan is qualified in its entirety by reference to the complete text of the plan which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
2020 Equity Award to the Corporation’s Executive Officers
On February 20, 2020, the Committee granted 11,363, 7,670, 6,818 and 6,818 time-based restricted stock units (“RSU”) to each of Messrs. Wertheizer, Ohana, Arieli and Boukaya pursuant to the Corporation’s 2012 Equity Incentive Plan (the “2012 Plan”). The RSU grants vest 33.4% on February 20, 2021, 33.3% on February 20, 2022 and 33.3% on February 20, 2023.
Also, on February 20, 2020, the Committee granted 17,046, 5,114, 4,545 and 4,545 performance-based stock units (“PSUs”) to each of Messrs. Wertheizer, Ohana, Arieli and Boukaya pursuant to 2012 Plan (collectively, the “Short-Term Executive PSUs”). The performance goals for the Short-Term Executive PSUs with specified weighting are as follows:
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Weighting |
Goals |
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50% |
Vesting of the full 50% of the PSUs occurs if the Corporation achieves the 2020 license and related revenue amount in the budget approved by the Board (the “2020 License Revenue Target”). The vesting threshold is achievement of 90% of 2020 License Revenue Target. If the Corporation’s actual result is above 90% but less than 99% of the 2020 License Revenue Target, 91% to 99% of the eligible PSUs would be subject to vesting. If the Corporation’s actual result exceeds 100% of the 2020 License Revenue Target, every 1% increase of the 2020 License Revenue Target, up to 110%, would result in an increase of 2% of the eligible PSUs. |
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50% |
Vesting of the full 50% of the PSUs occurs if the Corporation achieves positive total shareholder return whereby the return on the Corporation’s stock for 2020 is greater than the S&P500 index. The vesting threshold is if the return on the Corporation’s stock for 2020 is at least 90% of the S&P500 index. If the return on the Corporation’s stock, in comparison to the S&P500, is above 90% but less than 99% of the S&P500 index, 91% to 99% of the eligible PSUs would be subject to vesting. If the return on the Corporation’s stock exceeds 100% of the S&P500 index, every 1% increase in comparison to the S&P500 index, up to 110%, would result in an increase of 2% of the eligible PSUs.
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Additionally, PSUs representing an additional 20%, meaning an additional 3,409, 1,022, 909 and 909 would be eligible for vesting for each of Messrs. Wertheizer, Ohana, Arieli and Boukaya, respectively, if the performance goals set forth above are exceeded.
Subject to achievement of the thresholds the above performance goals for 2020, the Short-Term Executive PSUs vest 33.4% on February 20, 2021, 33.3% on February 20, 2022 and 33.3% on February 20, 2023.
The Committee further recognizes that long-term equity awards provide an incentive for the Corporation’s executive officers to maximize stockholder value because such equity awards are rewards for its executive officers only to the extent that stockholders also benefit. Also, on February 20, 2020, the Committee granted 56,818, 35,511, 28,409 and 28,409 long-term PSUs to each of Messrs. Wertheizer, Ohana, Arieli and Boukaya pursuant to 2012 Plan (collectively, the “Long-Term Executive PSUs”). The Long-Term Executive PSUs shall vest upon the achievement of either of the following performance goals:
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● |
If the Corporation’s non-GAAP EPS on or before the end of 2022 is tripled from the Corporation’s non-GAAP EPS in 2018. |
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● |
If the Corporation’s market cap reaches at least $1 billion for at least 30 days of trading based on the market cap information set forth on Yahoo Finance. |
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 2020 Incentive Plan for Issachar Ohana, EVP Worldwide Sales (portions of this exhibit is redacted).
10.4 Form of Long-Term Executive PSUs for Israeli Executive Officers.
10.5 Form of Long-Term Executive PSUs for U.S.-based Executive Officers.
SIGNATURES
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.
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CEVA, INC. |
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| Date: | February 24, 2020 | ||
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By: |
/s/ Yaniv Arieli |
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Yaniv Arieli |
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Chief Financial Officer |
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Exhibit 10.1
February 20, 2020
To: Issachar Ohana, EVP WW Sales, CEVA, Inc. (the “Company”)
From: Gideon Wertheizer, CEO
Re: 2020 Incentive Plan
This document outlines your Incentive Plan for 2020. The rules and guidelines for the plan are contained herein.
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1. |
Compensation Package: Your compensation package is made up of a base salary and an Incentive Bonus (“IB”) component. The IB provides reward for successful performance and is based on (a) the Company’s annual Revenue Target (the “CRT”), (b) certain * strategic customer targets (the “* Targets”), (c) Corporate Quarterly Revenue Target (the “CQRT”) and (d) Strategic Accounts (the “SA”), each as further detailed below. |
The aggregate target payment under the IB component for 2020 is $160,000, of which:
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A. |
$128,000 payment based on achievement of the CRT of $* |
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i. |
Commission Rate: * |
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ii. |
Commission Multiplier: The commission multipliers are set forth in the table below. The commission multipliers to be used in the quarterly commission calculation will be based on your percent of cumulative quota achievement after achieving the CRT target. |
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Percent of Cumulative Quota Achievement |
Commission Multiplier to be Applied |
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From 0 to 100% |
1.0 |
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From 100% and above |
1.5 |
While the CRT is based on the Company’s annual Revenue Target, the IB payment is calculated on a quarterly basis, based on bookings that have been invoiced and recognized as revenue by the Company, and paid after the end of the respective quarter as soon as reasonably practical.
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B. |
$32,000 payment based on achievement of * Targets as follows: |
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i. |
$16,000 upon achievement of booking of $* in 2020 associated with licensing and related revenues of CEVA’s * (the “Specified Booking Target” ). |
If 90% of the Specified Booking Target is achieved, 90% of the bonus (e.g. $14,400) would be payable with every 1% increase resulting in a corresponding increase in the bonus amount up to $16,000.
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ii. |
$9,600 upon execution of definitive license agreements with seven original equipment manufacturers (“OEMs”) associated with *; provided that if five such agreements are executed, 71% of the bonus amount under this component would be payable. If six agreements are executed, 86% of the bonus amount under this component would be payable. |
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iii. |
$6,400 upon execution of definitive license agreements with two customers targeting the * market. |
Payments for * Targets, if achieved, will be paid at the end of the term of the 2020 Incentive Plan.
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C. |
$5,000 payment each quarter based on achievement of the following CQRT: |
i. Q1 $*
ii. Q2 $*
iii. Q3 $*
iv. Q4 $*
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D. |
$5,000 payment based on achievement of the following SA whereby the licensing revenue from such SA exceeds $1,000,000 (not including prepaid royalties): *. |
Payments are calculated on an annual basis, based on bookings that have been invoiced and recognized as revenue by the Company, and paid as is practically possible.
The total bonus payment due for SA deals will be capped at $25,000 as long as the annual revenue achieved by the Company is below the CRT. The cap for SA bonus will be removed if the annual revenue achieved by the Company exceeds the CRT.
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2. |
Effective date/terms: This plan is effective for January 1, 2020 through December 31, 2020, unless modified in writing by the CEO. This plan supersedes all prior commission plans. Management reserves the right to make any changes to the sales incentive plan at any time. |
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3. |
Plan Eligibility: This plan applies to full time sales personnel. If you resign, your employment is terminated, or you otherwise cease to be an employee of the Company, you will be entitled to IB payment based on any revenue amount invoiced up to the date of termination. |
I have read and understand the 2020 Incentive Plan. I have received a copy of the plan for my record. I accept the terms and conditions of the plan as outlined above and agree that my compensation will be determined according to these terms and conditions.
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/s/ Issachar Ohana |
2/20/2020 |
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Issachar Ohana, EVP Worldwide Sales |
Date |
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/s/ Gideon Wertheizer |
2/20/2020 |
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Gideon Wertheizer, CEO |
Date |
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CC: |
Finance HR, Employee File |
Exhibit 10.2
CEVA, INC. 2011 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED AND PERFORMANCE STOCK UNIT AWARD - FOR ISRAELI RESIDENT GRANTEES
Grantee’s Name: [●]
You (the “Grantee”) have been granted Restricted Stock Units and Performance Stock Units (the “Award”), subject to the terms and conditions of this Notice of Restricted and Performance Stock Unit Award For Israeli Resident Grantees (the “Notice”), the CEVA, Inc. 2011 Stock Incentive Plan, as amended from time to time (the “Plan”), the Israeli Sub-Plan of the Plan (the “Sub-Plan”) and the Restricted Stock Unit Award Agreement (the “Award Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms defined in the Plan and the Sub-Plan shall have the same defined meanings in this Notice. In the event of any inconsistency or contradiction between any of the terms of this Notice and the provisions of the Plan or the Sub-Plan, the terms and provisions of this Notice shall prevail.
Date of Award: February 20, 2020
Vesting Commencement Date: February 20, 2020
Total Number of Restricted and Performance Stock Units Awarded (the “Units”): [●](the “Time-Based Units”) and [●] (the “PSUs”)
| Type of Award: |
X |
102 Capital Gains Track Option Award (with Trustee) |
| 102 Ordinary Income Track Option Award (with Trustee) | ||
| 102 Non Trustee Option Award | ||
| 3(i) Option Award | ||
| Other ______________________________________________ |
Time-Based Vesting Schedule:
Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan, the Sub-Plan and the Award Agreement, the Time-Based Units will vest in accordance with the following schedule: 33.4% of the original number of Time-Based Units on the first anniversary of the Vesting Commencement Date, 33.3% of the original number of Time-Based Units on the second anniversary of the Vesting Commencement Date and the remaining 33.3% of the original number of Time-Based Units on the third anniversary of the Vesting Commencement Date.
PSU Vesting Schedules:
Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan, the Sub-Plan and the Award Agreement, in each case as described below, the PSUs shall vest as follows:
Relative TSR
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50% of the PSUs may be earned and vest based on the Company’s TSR compared to the TSR of the S&P 500 Index (the “Relative TSR PSUs”) during the TSR Performance Period. If the S&P 500 Index is discontinued, a comparable index will be selected by the Board in good faith and used for purposes of determining the number of Relative TSR PSUs earned.
“TSR Performance Period” means the one-year period commencing on January 1, 2020 and ending on December 31, 2020.
“TSR” means the cumulative percentage change in stock price over the TSR Performance Period, with dividends paid during the TSR Performance Period being added to the stock price at the end of the TSR Performance Period. The price of an entity’s stock at the beginning of the TSR Performance Period will be the average closing stock price over the trading days in the 30 days immediately preceding the start of the TSR Performance Period, and the stock price at the end of the TSR Performance Period will be the average closing stock price over the trading days in the last 30 days of the TSR Performance Period.
The Board shall calculate TSR in its sole discretion and the Board’s determinations shall be final and binding.
The methodology for determining the number of Relative TSR PSUs eligible to vest is described in Exhibit A. |
2020 License Revenue
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50% of the PSUs may be earned and vest based on the Company’s achievement of the 2020 license and related revenue amount in the budget approved by the Board (the “2020 License Revenue Target” and such PSUs, the “License Revenue PSUs”). The Board shall determine achievement of 2020 License Revenue Target, in its sole discretion and the Board’s determinations shall be final and binding. The methodology for determining the number of License Revenue PSUs eligible to vest is described in Exhibit A. |
The PSUs will become eligible to vest only if and to the extent that the applicable performance goal is satisfied. In the event that the applicable performance goal has been satisfied, then the PSUs will vest if and only to the extent that the applicable service-based vesting requirements are satisfied. PSUs that become eligible to vest based on satisfying the performance goal are referred to as “Earned Relative TSR PSUs” and “Earned License Revenue PSUs” (together, the “Earned PSUs”). In no event will (i) the Earned Relative TSR PSUs exceed the Maximum Relative TSR PSUs (as defined in Exhibit A) and (ii) the Earned License Revenue PSUs exceed Maximum License Revenue PSUs (as defined in Exhibit A).
The Earned PSUs are subject to service-based vesting requirements that apply if and only after any PSUs become Earned PSUs as follows: 33.4% of the Earned PSUs on the first anniversary of the Vesting Commencement Date, 33.3% of the Earned PSUs on the second anniversary of the Vesting Commencement Date and the remaining 33.3% of the Earned PSUs on the third anniversary of the Vesting Commencement Date.
During any authorized leave of absence, the service-based vesting of the Units as provided in this Notice shall be suspended after the leave of absence exceeds a period of 90 days. Service-based vesting of the Units shall resume upon the Grantee’s termination of the leave of absence and return to service to the Company or a Related Entity. The service-based vesting of the Units shall be extended by the length of the suspension.
For purposes of this Notice and the Award Agreement, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit.
Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, including death or Disability. In the event of termination of the Grantee’s Continuous Service for any reason, including death or Disability, any unvested Units held by the Grantee immediately upon such termination of the Grantee’s Continuous Service shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, the Sub-Plan and the Award Agreement.
CEVA, Inc.,
a Delaware corporation
| By: Yaniv Arieli | ||
| Title: CFO | ||
| Date of Signature: Date_Of_Signature_Manager |
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AWARD AGREEMENT, THE PLAN OR THE SUB-PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.
The Grantee acknowledges receipt of a copy of the Plan, the Sub-Plan and the Award Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, the Sub-Plan, and the Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan, the Sub-Plan and the Award Agreement. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan, the Sub-Plan and the Award Agreement shall be resolved by the Administrator in accordance with Section 8 of the Award Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 9 of the Award Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.
To the extent an Approved 102 Option, as defined below, is designated above, the Grantee declares and acknowledges: (i) that he or she fully understand that Section 102 of the Ordinance and the rules and regulations enacted thereunder apply to the Award specified in this Notice and to him or her; and (ii) that he or she understands the provisions of Section 102, the tax track chosen and the implications thereof. In addition, the terms of the Award shall also be subject to the terms of the Trust Agreement made between the Company and the Trustee for the benefit of the Grantee (the “Trust Agreement”), as well as the requirements of the Israeli Income Tax Commissioner. The grant of the Award is conditioned upon the Grantee signing all documents requested by the Company, the Employer or the Trustee, in accordance with and under the Trust Agreement. A copy of the Trust Agreement is available for the Grantee’s review, during normal working hours, at Company’s offices.
Date of Signature: Date_Of_Signature_Employee
Grantee Name: [●]
As part of the CEVA RSU grant you have recently received, we refer you to read and be aware of the 2011 Prospectus and 2011 Stock Incentive Plan which can be found in CEVA’s intranet.
Exhibit A
The number of PSUs that vest (determined separately with respect to each category of PSU, with each category representing 50% of the PSUs) will be determined as follows (rounded down to the nearest whole share):
Relative TSR PSUs
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Company TSR Compared to S&P 500 Index (the “Index”) TSR at End of the TSR Performance Period |
% of Relative TSR PSUs Earned |
Number of Earned Relative TSR PSUs |
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Below 90% of the Index’s TSR |
0% |
[●] |
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Equal to 90% of the Index’s TSR |
90% |
[●] |
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91% to 99% of the Index’s TSR |
91% to 99% |
[●] |
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Equal to the Index’s TSR |
100% |
[●] |
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110% of the Index’s TSR |
120% |
[●] (the “Maximum Relative TSR PSUs”) |
If, at the end of the TSR Performance Period, the Company’s TSR is greater than the Index’s TSR but less than 110% of the Index’s TSR, the Earned Relative TSR PSUs will increase by 2% for each 1% increase in the Company’s TSR above the Index’s TSR. To the extent the relevant TSR is not a whole percentage, the number of Earned Relative TSR PSUs will be determined by applying linear interpolation.
For example, the Earned Relative TSR PSUs would equal [●] if the average of the Index’s TSR at the end of the TSR Performance Period is 20% and the Company’s TSR at the end of the TSR Performance Period is 27%, subject to the three-year service-based vesting period discussed above.
License Revenue PSUs
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Percentage of 2020 License
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% of License Revenue
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Number of Earned
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Below 90% |
0% |
0 |
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90% |
90% |
[●] |
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91% to 99% |
91% to 99% |
[●] |
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100% |
100% |
[●] |
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110% |
120% |
[●] (the “Maximum Earned License Revenue PSUs”) |
If the Company’s 2020 License Revenue is greater than 100% of the 2020 License Revenue Target but less than 110% of the 2020 License Revenue Target, the Earned License Revenue PSUs will increase by 2% for each 1% increase in the 2020 License Revenue Target achieved. To the extent that the 2020 License Revenue Target is achieved at a level that is not a whole percentage, the percentage of the License Revenue PSUs that become Earned License Revenue PSUs will be determined by applying linear interpolation.
For example, the Earned License Revenue PSUs would equal (i) [●] if the Company achieves 95% of the 2020 License Revenue Target and (ii) [●] if the Company achieves 104% of the 2020 License Revenue Target, subject to the three-year service-based vesting period discussed above.
5
Exhibit 10.3
CEVA, INC. 2011 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED AND PERFORMANCE STOCK UNIT AWARD
Grantee’s Name: [●]
You (the “Grantee”) have been granted Restricted Stock Units and Performance Stock Units (the “Award”), subject to the terms and conditions of this Notice of Restricted and Performance Stock Unit Award (the “Notice”), the CEVA, Inc. 2011 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Award Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms defined in the Plan shall have the same defined meanings in this Notice. In the event of any inconsistency or contradiction between any of the terms of this Notice and the provisions of the Plan, the terms and provisions of this Notice shall prevail.
Date of Award: February 20, 2020
Vesting Commencement Date: February 20, 2020
Total Number of Restricted and Performance Stock Units Awarded (the “Units”): [●] (the “Time-Based Units”) and [●] (the “PSUs”)
Time-Based Vesting Schedule:
Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan and the Award Agreement, the Time-Based Units will vest in accordance with the following schedule: 33.4% of the original number of Time-Based Units on the first anniversary of the Vesting Commencement Date, 33.3% of the original number of Time-Based Units on the second anniversary of the Vesting Commencement Date and the remaining 33.3% of the original number of Time-Based Units on the third anniversary of the Vesting Commencement Date.
PSU Vesting Schedules:
Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan and the Award Agreement, in each case as described below, the PSUs shall vest as follows:
Relative TSR
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50% of the PSUs may be earned and vest based on the Company’s TSR compared to the TSR of the S&P 500 Index (the “Relative TSR PSUs”) during the TSR Performance Period. If the S&P 500 Index is discontinued, a comparable index will be selected by the Board in good faith and used for purposes of determining the number of Relative TSR PSUs earned.
“TSR Performance Period” means the one-year period commencing on January 1, 2020 and ending on December 31, 2020.
“TSR” means the cumulative percentage change in stock price over the TSR Performance Period, with dividends paid during the TSR Performance Period being added to the stock price at the end of the TSR Performance Period. The price of an entity’s stock at the beginning of the TSR Performance Period will be the average closing stock price over the trading days in the 30 days immediately preceding the start of the TSR Performance Period, and the stock price at the end of the TSR Performance Period will be the average closing stock price over the trading days in the last 30 days of the TSR Performance Period.
The Board shall calculate TSR in its sole discretion and the Board’s determinations shall be final and binding.
The methodology for determining the number of Relative TSR PSUs eligible to vest is described in Exhibit A. |
2020 License Revenue
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50% of the PSUs may be earned and vest based on the Company’s achievement of the 2020 license and related revenue amount in the budget approved by the Board (the “2020 License Revenue Target” and such PSUs, the “License Revenue PSUs”). The Board shall determine achievement of 2020 License Revenue Target, in its sole discretion and the Board’s determinations shall be final and binding. The methodology for determining the number of License Revenue PSUs eligible to vest is described in Exhibit A. |
The PSUs will become eligible to vest only if and to the extent that the applicable performance goal is satisfied. In the event that the applicable performance goal has been satisfied, then the PSUs will vest if and only to the extent that the applicable service-based vesting requirements are satisfied. PSUs that become eligible to vest based on satisfying the performance goal are referred to as “Earned Relative TSR PSUs” and “Earned License Revenue PSUs” (together, the “Earned PSUs”). In no event will (i) the Earned Relative TSR PSUs exceed the Maximum Relative TSR PSUs (as defined in Exhibit A) and (ii) the Earned License Revenue PSUs exceed Maximum License Revenue PSUs (as defined in Exhibit A).
The Earned PSUs are subject to service-based vesting requirements that apply if and only after any PSUs become Earned PSUs as follows: 33.4% of the Earned PSUs on the first anniversary of the Vesting Commencement Date, 33.3% of the Earned PSUs on the second anniversary of the Vesting Commencement Date and the remaining 33.3% of the Earned PSUs on the third anniversary of the Vesting Commencement Date.
During any authorized leave of absence, the service-based vesting of the Units as provided in this Notice shall be suspended after the leave of absence exceeds a period of 90 days. Service-based vesting of the Units shall resume upon the Grantee’s termination of the leave of absence and return to service to the Company or a Related Entity. The service-based vesting of the Units shall be extended by the length of the suspension.
For purposes of this Notice and the Award Agreement, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit.
Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, including death or Disability. In the event of termination of the Grantee’s Continuous Service for any reason, including death or Disability, any unvested Units held by the Grantee immediately upon such termination of the Grantee’s Continuous Service shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan and the Award Agreement.
CEVA, Inc.,
a Delaware corporation
| By: Yaniv Arieli | ||
| Title: CFO | ||
| Date of Signature: Date_Of_Signature_Manager |
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AWARD AGREEMENT, THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.
The Grantee acknowledges receipt of a copy of the Plan and the Award Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan and the Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Award Agreement. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Award Agreement shall be resolved by the Administrator in accordance with Section 8 of the Award Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 9 of the Award Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.
Date of Signature: Date_Of_Signature_Employee
Grantee Name: [●]
As part of the CEVA RSU grant you have recently received, we refer you to read and be aware of the 2011 Prospectus and 2011 Stock Incentive Plan which can be found in CEVA’s intranet.
Exhibit A
The number of PSUs that vest (determined separately with respect to each category of PSU, with each category representing 50% of the PSUs) will be determined as follows (rounded down to the nearest whole share):
Relative TSR PSUs
|
Company TSR Compared to S&P 500 Index (the “Index”) TSR at End of the TSR Performance Period |
% of Relative TSR PSUs Earned |
Number of Earned Relative TSR PSUs |
|
Below 90% of the Index’s TSR |
0% |
0 |
|
Equal to 90% of the Index’s TSR |
90% |
[●] |
|
91% to 99% of the Index’s TSR |
91% to 99% |
[●] |
|
Equal to the Index’s TSR |
100% |
[●] |
|
110% of the Index’s TSR |
120% |
[●] (the “Maximum Relative TSR PSUs”) |
If, at the end of the TSR Performance Period, the Company’s TSR is greater than the Index’s TSR but less than 110% of the Index’s TSR, the Earned Relative TSR PSUs will increase by 2% for each 1% increase in the Company’s TSR above the Index’s TSR. To the extent the relevant TSR is not a whole percentage, the number of Earned Relative TSR PSUs will be determined by applying linear interpolation.
For example, the Earned Relative TSR PSUs would equal [●] if the average of the Index’s TSR at the end of the TSR Performance Period is 20% and the Company’s TSR at the end of the TSR Performance Period is 27%, subject to the three-year service-based vesting period discussed above.
License Revenue PSUs
|
Percentage of 2020 License
|
% of License Revenue
|
Number of Earned
|
|
Below 90% |
0% |
0 |
|
90% |
90% |
[●] |
|
91% to 99% |
91% to 99% |
[●] |
|
100% |
100% |
[●] |
|
110% |
120% |
[●] (the “Maximum Earned License Revenue PSUs”) |
If the Company’s 2020 License Revenue is greater than 100% of the 2020 License Revenue Target but less than 110% of the 2020 License Revenue Target, the Earned License Revenue PSUs will increase by 2% for each 1% increase in the 2020 License Revenue Target achieved. To the extent that the 2020 License Revenue Target is achieved at a level that is not a whole percentage, the percentage of the License Revenue PSUs that become Earned License Revenue PSUs will be determined by applying linear interpolation.
For example, the Earned License Revenue PSUs would equal (i) [●] if the Company achieves 95% of the 2020 License Revenue Target and (ii) [●] if the Company achieves 104% of the 2020 License Revenue Target, subject to the three-year service-based vesting period discussed above.
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Exhibit 10.4
CEVA, INC. 2011 STOCK INCENTIVE PLAN
NOTICE OF PERFORMANCE STOCK UNIT AWARD - FOR ISRAELI RESIDENT GRANTEES
Grantee’s Name: [●]
You (the “Grantee”) have been granted Performance Stock Units (the “Award”), subject to the terms and conditions of this Notice of Performance Stock Unit Award For Israeli Resident Grantees (the “Notice”), the CEVA, Inc. 2011 Stock Incentive Plan, as amended from time to time (the “Plan”), the Israeli Sub-Plan of the Plan (the “Sub-Plan”) and the Restricted Stock Unit Award Agreement (the “Award Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms defined in the Plan and the Sub-Plan shall have the same defined meanings in this Notice. In the event of any inconsistency or contradiction between any of the terms of this Notice and the provisions of the Plan or the Sub-Plan, the terms and provisions of this Notice shall prevail.
Date of Award: February 20, 2020
Vesting Commencement Date: February 20, 2020
Total Number of Performance Stock Units Awarded (the “PSUs”): [●]
| Type of Award: |
X |
102 Capital Gains Track Option Award (with Trustee) |
| 102 Ordinary Income Track Option Award (with Trustee) | ||
| 102 Non Trustee Option Award | ||
| 3(i) Option Award | ||
| Other ______________________________________________ |
Vesting Schedule:
Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan, the Sub-Plan and the Award Agreement, in each case as described below, the PSUs shall vest upon the first to occur of the following:
Earnings Per Share
|
The PSUs shall vest if the Company’s non-GAAP earnings per share reaches three times the Company’s 2018 non-GAAP earnings per share of $[●] during the EPS Performance Period (the “EPS Goal”). The PSUs shall immediately vest on the date that the Board determines the EPS Goal was achieved, subject to the Grantee’s Continuous Service through such date.
“EPS Performance Period” means January 1, 2020 through December 31, 2022.
The Board shall determine achievement of the EPS Goal, in its sole discretion and the Board’s determinations shall be final and binding. |
Absolute TSR
|
The PSUs shall vest if the Company’s Market Capitalization reaches and remains at or above $1 billion for 30 consecutive trading days, as determined after market close on the thirtieth such consecutive trading day, during the Absolute TSR Performance Period (the “Absolute TSR Goal”). The PSUs shall immediately vest on the date that the Board determines the Absolute TSR Goal was achieved, subject to the Grantee’s Continuous Service through such date.
“Market Capitalization” means the number of fully diluted Shares multiplied by the Fair Market Value and as reported by Yahoo! Finance.
“Absolute TSR Performance Period” means January 1, 2020 through December 31, 2022.
The Board shall determine achievement of the Absolute TSR Goal in its sole discretion and the Board’s determinations shall be final and binding. |
The PSUs will vest only if and to the extent that the Absolute TSR Goal or the EPS Goal is achieved. In the event that neither the Absolute TSR Goal nor the EPS Goal is achieved, the PSUs shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed PSUs and shall have all rights and interest in or related thereto without further action by the Grantee.
For purposes of this Notice and the Award Agreement, the term “vest” shall mean, with respect to any PSUs, that such PSUs are no longer subject to forfeiture to the Company.
Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, including death or Disability. In the event of termination of the Grantee’s Continuous Service for any reason, including death or Disability, any unvested PSUs held by the Grantee immediately upon such termination of the Grantee’s Continuous Service shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed PSUs and shall have all rights and interest in or related thereto without further action by the Grantee.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, the Sub-Plan and the Award Agreement.
CEVA, Inc.,
a Delaware corporation
| By: Yaniv Arieli | ||
| Title: CFO | ||
| Date of Signature: Date_Of_Signature_Manager |
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE PSUs SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AWARD AGREEMENT, THE PLAN OR THE SUB-PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.
The Grantee acknowledges receipt of a copy of the Plan, the Sub-Plan and the Award Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, the Sub-Plan, and the Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan, the Sub-Plan and the Award Agreement. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan, the Sub-Plan and the Award Agreement shall be resolved by the Administrator in accordance with Section 8 of the Award Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 9 of the Award Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.
To the extent an Approved 102 Option, as defined below, is designated above, the Grantee declares and acknowledges: (i) that he or she fully understand that Section 102 of the Ordinance and the rules and regulations enacted thereunder apply to the Award specified in this Notice and to him or her; and (ii) that he or she understands the provisions of Section 102, the tax track chosen and the implications thereof. In addition, the terms of the Award shall also be subject to the terms of the Trust Agreement made between the Company and the Trustee for the benefit of the Grantee (the “Trust Agreement”), as well as the requirements of the Israeli Income Tax Commissioner. The grant of the Award is conditioned upon the Grantee signing all documents requested by the Company, the Employer or the Trustee, in accordance with and under the Trust Agreement. A copy of the Trust Agreement is available for the Grantee’s review, during normal working hours, at Company’s offices.
Date of Signature: Date_Of_Signature_Employee
Grantee Name: [●]
As part of the CEVA RSU grant you have recently received, we refer you to read and be aware of the 2011 Prospectus and 2011 Stock Incentive Plan which can be found in CEVA’s intranet.
3
Exhibit 10.5
CEVA, INC. 2011 STOCK INCENTIVE PLAN
NOTICE OF PERFORMANCE STOCK UNIT AWARD
Grantee’s Name: [●]
You (the “Grantee”) have been granted Performance Stock Units (the “Award”), subject to the terms and conditions of this Notice of Performance Stock Unit Award (the “Notice”), the CEVA, Inc. 2011 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Award Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms defined in the Plan shall have the same defined meanings in this Notice. In the event of any inconsistency or contradiction between any of the terms of this Notice and the provisions of the Plan, the terms and provisions of this Notice shall prevail.
Date of Award: February 20, 2020
Vesting Commencement Date: February 20, 2020
Total Number of Performance Stock Units Awarded (the “PSUs”): [●]
Vesting Schedule:
Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan and the Award Agreement, in each case as described below, the PSUs shall vest upon the first to occur of the following:
Earnings Per Share
|
The PSUs shall vest if the Company’s non-GAAP earnings per share reaches three times the Company’s 2018 non-GAAP earnings per share of $[●] during the EPS Performance Period (the “EPS Goal”). The PSUs shall immediately vest on the date that the Board determines the EPS Goal was achieved, subject to the Grantee’s Continuous Service through such date.
“EPS Performance Period” means January 1, 2020 through December 31, 2022.
The Board shall determine achievement of the EPS Goal, in its sole discretion and the Board’s determinations shall be final and binding. |
Absolute TSR
|
The PSUs shall vest if the Company’s Market Capitalization reaches and remains at or above $1 billion for 30 consecutive trading days, as determined after market close on the thirtieth such consecutive trading day, during the Absolute TSR Performance Period (the “Absolute TSR Goal”). The PSUs shall immediately vest on the date that the Board determines the Absolute TSR Goal was achieved, subject to the Grantee’s Continuous Service through such date.
“Market Capitalization” means the number of fully diluted Shares multiplied by the Fair Market Value and as reported by Yahoo! Finance.
“Absolute TSR Performance Period” means January 1, 2020 through December 31, 2022.
The Board shall determine achievement of the Absolute TSR Goal in its sole discretion and the Board’s determinations shall be final and binding. |
The PSUs will vest only if and to the extent that the Absolute TSR Goal or the EPS Goal is achieved. In the event that neither the Absolute TSR Goal nor the EPS Goal is achieved, the PSUs shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed PSUs and shall have all rights and interest in or related thereto without further action by the Grantee.
For purposes of this Notice and the Award Agreement, the term “vest” shall mean, with respect to any PSUs, that such PSUs are no longer subject to forfeiture to the Company.
Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, including death or Disability. In the event of termination of the Grantee’s Continuous Service for any reason, including death or Disability, any unvested PSUs held by the Grantee immediately upon such termination of the Grantee’s Continuous Service shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed PSUs and shall have all rights and interest in or related thereto without further action by the Grantee.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan and the Award Agreement.
CEVA, Inc.,
a Delaware corporation
| By: Yaniv Arieli | ||
| Title: CFO | ||
| Date of Signature: Date_Of_Signature_Manager |
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE PSUs SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AWARD AGREEMENT, THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.
The Grantee acknowledges receipt of a copy of the Plan and the Award Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Award Agreement. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Award Agreement shall be resolved by the Administrator in accordance with Section 8 of the Award Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 9 of the Award Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.
Date of Signature: Date_Of_Signature_Employee
Grantee Name: [●]
As part of the CEVA RSU grant you have recently received, we refer you to read and be aware of the 2011 Prospectus and 2011 Stock Incentive Plan which can be found in CEVA’s intranet.
2