Cto Employment Agreement

EXHIBIT 10.23
AMENDMENT TO EMPLOYMENT AGREEMENT


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement"), is entered into effective as of the 5th day of November, 1997, by and between DSP TELECOM, INC., a California corporation (the "Corporation"), and DAVIDI GILO ("Gilo").


RECITALS


A. On August 1, 1994, Gilo and the Corporation entered into an Employment Agreement (the "Employment Agreement"), as amended and restated as of December 15, 1995, and as further amended and restated as of November 6, 1996 (as so amended and restated, the "Employment Agreement"), for the provision by Gilo of certain services to the Corporation.


B. Effective November 5, 1997 (the "Effective Date"), Gilo resigned from his position as Chairman of the Board and as a Director of the Corporation's parent corporation, DSP Communications, Inc. ("DSPC"), which resignation was accepted by the Board of DSPC.


C. Notwithstanding Gilo's resignation as an officer and director of DSPC, Gilo and the Corporation desire that Gilo continue to provide services during a transition period to the Corporation as an employee following his resignation, in a non-policy making role.


B. The Corporation and Gilo desire to amend the Employment Agreement according to the terms and conditions set forth in this Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual agreements and covenants contained in this Agreement, the parties hereby agree as follows:


1. DUTIES OF GILO. Notwithstanding anything in the Employment Agreement to the contrary, Gilo shall no longer provide services to the Corporation in the capacity of Chairman of the Board, or as a Director of, DSPC; Gilo shall instead act as an advisor to Nathan Hod, DSPC's Chairman of the Board, and shall report to Nathan Hod, in a non-policy making role, spending at least a majority of his weekly working hours on DSPC matters.


2. TERM OF AGREEMENT. Section 2 of the Employment Agreement is hereby amended and restated to read in full as follows:


"2. TERM. This Agreement shall terminate on April 6, 1998, unless
(a) extended as set forth herein, or (b) terminated sooner under the
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