Form Of Employment Agreement With Issachar Ohana

Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this day of , 2002, is entered into by ParthusCeva, Ltd. with its principal place of business at 5 Shenkar Street, Herzelia, Israel 46120 (the "Company"), and Issachar Ohana, residing in Israel (the "Employee"). The Company desires to employ the Employee, and the Employee desires to be employed by the Company and perform certain services for its parent, ParthusCeva, Inc. (the "Parent"). In consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties to this Agreement, the parties agree as follows: 1. Term of Employment . The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing on the date hereof and until terminated in accordance with the provisions of Section 4 (such period, the "Employment Period"). For purposes of determining Employee's eligibility for benefits, Employee shall be treated as if he or she had been continuously employed with employer commencing with employee's date of hire with DSP Group. The Company reserves the right to pay the Employee's salary in lieu of any period of notice required to be given hereunder and both parties may waive their right to such notice period. 2. Title; Capacity. The Employee shall serve as Vice President and General Manager of the DSP Intellectual Property Licensing Division of the Parent or in such other reasonably comparable position as the Company, Parent or Parent's Board of Directors (the "Board") may determine from time to time. The Employee shall be based at the Company's offices in Herzliya, Israel. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to the Employee by, the Board or such officer of the Parent as may be designated by the Board. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board or its designee shall from time to time reasonably assign to the Employee. The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company and Parent during the Employment Period. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and/or Parent and any changes therein which may be adopted from time to time. 3. Compensation and Benefits . 3.1 Salary . The Company shall pay the Employee, in periodic installments in accordance with the Company's customary payroll practices, an annual base salary of One Hundred Ten Thousand U.S. Dollars (US$ 110,000) commencing on the Commencement Date. Such salary shall be subject to increase but not decrease thereafter as determined by the Compensation Committee of the Parent, at any time. Compensation shall be reviewed no less frequently than annually, but the Compensation Committee shall have no obligation to make any adjustment in any such review. 3.2 Provisions Applicable Only if Employee's Primary Place of Employment is Israel . The customary working hours at the Company are 43 hours a week and the customary working days are Sunday through Thursday. Since Employee's job is one requiring personal trust, as defined in the Hours of Work and Rest Law, 5711 ? 1951, the provisions of this law shall not apply to Employee. From time to time, according to the requirements of Employee's job, Employee will be requested to work in excess of the customary working hours and on Fridays. In such cases Employee will not be paid an increment for overtime. Employee must inform the Company immediately upon Employee's receipt of notice for active reserve duty. Employee's salary for the reserve duty period will be paid to Employee in full as provided herein for the duration of the Agreement, subject to confirmation of Employee's active reserve duty. 3.3 Fringe Benefits . The Employee shall be entitled to participate in all bonus and benefit programs that the Company establishes and makes available to its employees, if any, to the extent that Employee's position, tenure, salary, age, health and other qualifications make him eligible to participate, including, but not limited to, benefits as required by the laws of Israel or currently offered to the Employee by the Company as indicated on Schedule A to this Agreement. 3.4 Reimbursement of Expenses . The Company shall reimburse the Employee for all reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement, in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time. 3.5 Withholding . All salary, bonus and other compensation payable to the Employee shall be subject to applicable withholding taxes. 4. Termination of Employment Period . The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the election of the Company, for Cause as defined in clause (a) below, upon 6 months written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based, and opportunity for the Employee to be heard. No notice shall be required for termination for Cause as defined in clauses (b), (c), (d), or (e) below, except to the extent that notice is required by law in the jurisdiction in which the Employee is employed. For the purposes of this Section 4.1, "Cause" shall mean (a) a good faith finding by the Board that the Employee has failed to perform his reasonably assigned duties for the Company or Parent and has failed to remedy such failure within 15 days following written notice from the Company to the Employee notifying him of such failure, (b) the Employee has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to

2 the Company and/or Parent, (c) the conviction of the Emp ...