8-K

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): January 29, 2014

CEVA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-49842	77-0556376
(Commission File Number)	(I.R.S. Employer Identification No.)
1943 Landing Drive, Mountain View, CA	94043
(Address of Principal Executive Offices)	(Zip Code)

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))

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On January 29, 2014, the Compensation Committee of the Board of Directors of CEVA, Inc. approved a 2014 Incentive Plan (the “Ohana 2014 Plan”) for Issachar Ohana, the Company’s Executive Vice President, Worldwide Sales, effective as of January 1, 2014.

In accordance with the Ohana 2014 Plan, which is substantially similar to Mr. Ohana’s 2013 Incentive Plan, his bonus is based on a formula using a specified 2014 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 2014 annual revenue target. A commission multiplier of 1.5 is applied to the commission rate based on the achievement of the 2014 annual revenue target beyond 100%. The 2014 annual revenue target is based on the Company’s internal 2014 budget approved by its Board of Directors. Mr. Ohana’s bonus based on the achievement of the 2014 annual revenue target is capped at $125,000. In addition, Mr. Ohana is eligible to receive an additional quarterly bonus of $5,000 each if specified quarterly revenue targets based on the 2014 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 2014 strategic account bonus is capped at $20,000 if the Company fails to achieve the 2014 annual revenue target but Mr. Ohana would not be subject to any cap if the 2014 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 Company believes that the disclosure of the 2014 annual revenue target, quarterly revenue targets, commission rate and information relating to the strategic customer accounts under the Ohana 2014 Plan would cause competitive harm to the Company and therefore are not disclosed.

The foregoing description of the Ohana 2014 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.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 2014 Incentive Plan for Issachar Ohana, EVP Worldwide Sales (portions of this exhibit is redacted).

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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.

	CEVA, INC.
Date: February 4, 2014	By:	/s/ Yaniv Arieli
		Yaniv Arieli Chief Financial Officer

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EX-10.1

Exhibit 10.1

January 30, 2014

To: Issachar Ohana, EVP WW Sales

From: Gideon Wertheizer, CEO

Re: 2014 Incentive Plan

This document outlines your Incentive Plan for 2014. The rules and guidelines for the plan are contained herein.

1. Compensation Package: Your compensation package is made up of a base salary and an Incentive Bonus (IB) target. The IB provides reward for successful performance and is based upon your performance to your assigned annual quota, Corporate Quarterly Revenue Target (CQRT) and Strategic Accounts (SA) deals.

While the Quota is based upon annual target, the IB payment period is quarterly. Payments are calculated on a quarterly basis, against your annual quota target, based on bookings that has been invoiced and recognized as revenue by the Company, and paid after the end of the respective quarter as soon as is practically possible.

    a. Company Revenue Target (CRT)            $*

 i. Revenue-Based Incentive Target        $125,000

 ii. Commission Rat:    *%

iii. Commission Multiplier: The plan include multipliers (Commission Multipliers), as shown in the table below. The Commission Multiplier to be used in the quarterly Commission Calculation will be based on your percent of cumulative Quota and achievement

Percent of Cumulative Quota Achievement	Commission Multiplier to be Applied
From 0 to 100%	1.0
From 100%	1.5

b. Corporate Quarterly Revenue Target (CQRT): An additional bonus of $5,000 will be paid for each of the following quarterly revenue targets if achieved.

 i. Q1        $*

 ii. Q2        $*

iii. Q3        $*

iv. Q4        $*

c. Strategic Account (SA) Bonus- An additional bonus of $5,000 will be paid for each deal that exceeds $1M. (not including prepaid royalties) with the following companies: *. 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 to SA deals will be capped at $20,000 as long as annual revenue achieved is below the CRT. The cap for SA bonus will be removed once annual revenue achieved exceeds the CRT.

2. Effective date/terms: This plan is effective for January 1^st, 2014 through December 31^st 2014, unless if modified in writing by the CEO. This plan supersedes all prior commission plan. Management reserves the right to make any changes to the sales incentive plan at any time.

3. Plan Eligibility: This plan is applied to full time sales personnel. If you resign, terminate, or cease to be an employee of the company, you will be entitled to IB on any revenue amount invoiced up to the date of termination.

I have read and understand the 2014 Incentive Compensation 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.

/s/ Issachar Ohana	1/30/2014
Issachar Ohana, EVP Worldwide Sales	Date
/s/ Gideon Wertheizer	1/30/14
Gideon Wertheizer, CEO	Date

CC: Finance

HR, Employee File