rrd207681_234695.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LELGf/Xopzf7HXtSw0Jjljxm8375UZsfxLYpjF1wHQnw0szuUPW98PWsK6muyycr NyBpSWksXdq1L5RzwT6GiQ== 0001181431-09-006574.txt : 20090204 0001181431-09-006574.hdr.sgml : 20090204 20090204173838 ACCESSION NUMBER: 0001181431-09-006574 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090202 FILED AS OF DATE: 20090204 DATE AS OF CHANGE: 20090204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elyakim Ofer CENTRAL INDEX KEY: 0001455222 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23006 FILM NUMBER: 09569355 BUSINESS ADDRESS: BUSINESS PHONE: 972-9-952-9696 MAIL ADDRESS: STREET 1: 5 SHENKAR STREET CITY: HERZELIA STATE: L3 ZIP: 46120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DSP GROUP INC /DE/ CENTRAL INDEX KEY: 0000915778 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942683643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2580 NORTH FIRST STREET STREET 2: SUITE 460 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 408-986-4300 MAIL ADDRESS: STREET 1: 2580 NORTH FIRST STREET STREET 2: SUITE 460 CITY: SAN JOSE STATE: CA ZIP: 95131 3 1 rrd231722.xml ELYAKIM FORM 3 X0203 3 2009-02-02 0 0000915778 DSP GROUP INC /DE/ DSPG 0001455222 Elyakim Ofer C/O DSP GROUP, INC. 2580 NORTH FIRST STREET, SUITE 460 SAN JOSE CA 95131 0 1 0 0 President of SEA Operations Stock Option (Right to Buy) 27.36 2013-02-07 Common Stock 25000 D Stock Appreciation Right 21.70 2014-01-24 Common Stock 7500 D Stock Appreciation Right 10.23 2015-01-30 Common Stock 37500 D 25% of the options vested on February 7, 2007. 6.25% of the remaining options vest at each quarter thereafter. 25% of the stock appreciation rights vested on January 24, 2008. 6.25% of the remaining stock appreciation rights vest each quarter thereafter. 25% of the stock appreciation rights vested on January 30, 2009. 6.25% of the remaining stock appreciation rights vest each quarter therafter. Mr. Elyakim received a grant to purchase 15,000 stock appreciation rights. The grant is subject to a ceiling such that when the fair market value of the Company's common stock is equal to or greater than two times the base appreciation amount of the stock appreciation rights, the portion of the stock appreciation rights that is vested on such date is automatically exercised on the next trading day and the appreciation amount is paid by the issuance of the respective number of shares of the Company's common stock. Thereforethe grant is exercisable for 7,500 shares of the Company's common stock. Mr. Elyakim received a grant to purchase 75,000 stock appreciation rights. The grant is subject to a ceiling such that when the fair market value of the Company's common stock is equal to or greater than two times the base appreciation amount of the stock appreciation rights, the portion of the stock appreciation rights that is vested on such date is automatically exercised on the next trading day and the appreciation amount is paid by the issuance of the respective number of shares of the Company's common stock. Therefore the grant is exercisable for 37,500 shares of the Company's common stock. /s/ Ofer Elyakim 2009-02-04 EX-24. 2 rrd207681_234695.htm ELYAKIM FORM 3 rrd207681_234695.html

POWER OF ATTORNEY

Known all by these present, that the undersigned hereby constitutes and appoints of Dror Levy and/or Jaclyn Liu as, the undersigned's true and lawful attorney-in-fact to:

(1) execute and authorize for and on behalf of the undersigned, in the undersigned's capacity as an officer of DSP GROUP, INC (the "Company"), a Uniform Application for Access Codes to file on EDGAR;
(2) execute for and on behalf of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Uniform Application for Access Codes to file on EDGAR and Form 3, 4 or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 	February 2, 2009.

Signature 	/s/ Ofer Elyakim
Print Name:	Ofer Elyakim

/s/ Dror Levy
Witness (Print Name): Dror Levy

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