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Tax Indemnification and Allocation Agreement
Tax Indemnification and Allocation Agreement (34K)
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TAX INDEMNIFICATION AND ALLOCATION AGREEMENT
This Tax Indemnification and Allocation Agreement (the "Agreement") is
entered into as of November 1, 2002, by and between DSP Group, Inc., a Delaware
corporation ("DSPGI"), and Ceva, Inc., a Delaware corporation ("Ceva"). (DSPGI
and Ceva are sometimes collectively referred to herein as the "Companies").
RECITALS
A. DSPGI is the common parent of an affiliated group of corporations, which
includes Ceva. The members of the affiliated group have heretofore joined in
filing consolidated Federal Income Tax returns.
B. DSPGI and Ceva have entered into the Separation Agreement (defined
below) providing for the Separation and Distribution, each as fully described
in such Agreement.
C. After the stock of Ceva is distributed to DSPGI's shareholders pursuant
to the Distribution, Ceva and its subsidiaries will no longer be members of the
affiliated group of which DSPGI is the common parent.
D. DSPGI and Ceva desire to provide for and agree upon the allocation
between them of liabilities for Taxes (as defined herein) arising prior to, as
a result of, and subsequent to the actions contemplated by the Separation
Agreement and the entitlement to refunds thereof, allocate responsibility and
provide for cooperation in connection with the filing of returns in respect of
Taxes, and provide for certain other matters relating to Taxes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
SECTION 1. Definition of Terms.
For purposes of this Agreement (including the recitals hereof), the
following terms have the following meanings:
"Affiliate" means any entity that directly or indirectly is "controlled"
by the person or entity in question. "Control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through ownership of voting
securities, by contract or otherwise. Except as otherwise provided herein,
the term Affiliate shall refer to Affiliates of a person as determined
immediately after the Distribution. The term "Affiliate" includes a
Subsidiary of an entity.
"Agreement" shall mean this Tax Indemnification and Allocation Agreement.
{PAGE}
"Code" means the U.S. Internal Revenue Code of 1986, as amended, or any
successor law.
"Companies" means DSPGI and Ceva, collectively, and "Company" means any
one of DSPGI and Ceva.
"Consolidated or Combined Income Tax" means any Income Tax computed by
reference to the assets or activities of a Group.
"Consolidated or Combined State Income Tax" means any State Income Tax
computed by reference to the assets or activities of a Group.
"Consolidated or Combined Foreign Income Tax" means any Foreign Income
Tax computed by reference to the assets or activities of a Group.
"Consolidated Tax Liability" means, with respect to any DSPGI Federal
Consolidated Return, the tax liability of the group as that term is used in
Treasury Regulation Section 1.1552-1(a)(1) (including applicable interest,
additions to the tax, additional amounts and penalties as provided in the
Code), provided that such tax liability shall be treated as including any
alternative minimum tax liability under Code Section 55.
"Ceva Group" means Ceva and its Subsidiaries and wholly-owned limited
liability companies as determined immediately after the Distribution Date.
"DSPGI Federal Consolidated Return" means any United States Federal Tax
Return for the affiliated group (as that term is defined in Code Section
1504) that includes DSPGI as the common parent and any member of the Ceva
Group.
"DSPGI Group" means DSPGI and its Subsidiaries and wholly owned limited
liability companies, excluding any entity that is a member of the Ceva Group.
"Distribution" shall have the meaning set forth in the Separation
Agreement.
"Distribution Date" means the Distribution Date as that term is defined
in the Separation Agreement.
"Federal Income Tax" means any Tax imposed by Subtitle A or F of the Code.
"Foreign Income Tax" means any Tax imposed by any foreign country or any
possession of the United States, or by any political subdivision of any
foreign country or United States possession, which is an income tax as
defined in Treasury Regulation Section 1.901-2.
"Group" means the DSPGI Group or the Ceva Group, as the context requires.
"Income Tax" means any Federal Income Tax, State Income Tax, or Foreign
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Ceva
As referenced in this Tax Indemnification and Allocation Agreement:
Ceva, Inc. – AND ALLOCATION AGREEMENT
This Tax Indemnification and Allocation Agreement (the "Agreement") is
entered into as of November 1, 2002, by and between DSP Group, Inc., a Delaware
corporation ("DSPGI"), and Ceva, Inc. , a Delaware corporation ("Ceva"). (DSPGI
and Ceva are sometimes collectively referred to herein as the "Companies").
RECITALS
A. DSPGI is the common parent of an affiliated group of corporations,
_____________
Ceva, Inc. – reference to the assets
and activities of a member or members of a single Group.
"Separation Agreement" means the Separation Agreement by and among DSP
Group Inc., DSP Group Ltd., Ceva, Inc. , DSP Ceva Inc. and Corage, Ltd. Dated
November 1, 2002
"State Income Tax" means any Tax imposed by any State of the United
States or by any political subdivision
_____________
Ceva Inc. – assets
and activities of a member or members of a single Group.
"Separation Agreement" means the Separation Agreement by and among DSP
Group Inc., DSP Group Ltd., Ceva, Inc., DSP Ceva Inc. and Corage, Ltd. Dated
November 1, 2002
"State Income Tax" means any Tax imposed by any State of the United
States or by any political subdivision of any such
_____________
Ceva, Inc. – TABLE}
{S} {C}
If to DSPGI, to: DSP Group Inc.
5 Shenkar St.
----------------------
Herzeliya 46120 Israel
----------------------
Attn: Moshe Zelnik, DSP Group Inc.
------------
{/TABLE}
{TABLE}
{S} {C}
If to Ceva, to: Ceva, Inc.
2033 Gateway Place, Suite 150
-----------------------------
San Jose, CA 95110
------------------------------
Attn: Elaine Coughlan, Ceva, Inc.
---------------
{/TABLE}
11.2 Binding Effect. This Agreement shall be binding upon and inure to the
_____________
Ceva, Inc. – 46120 Israel
----------------------
Attn: Moshe Zelnik, DSP Group Inc.
------------
{/TABLE}
{TABLE}
{S} {C}
If to Ceva, to: Ceva, Inc.
2033 Gateway Place, Suite 150
-----------------------------
San Jose, CA 95110
------------------------------
Attn: Elaine Coughlan, Ceva, Inc.
---------------
{/TABLE}
11.2 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
11.3 Waiver. No
_____________
dt 1458738
;
Ceva
As referenced in this Tax Indemnification and Allocation Agreement:
Ceva, Inc. – AND ALLOCATION AGREEMENT
This Tax Indemnification and Allocation Agreement (the "Agreement") is
entered into as of November 1, 2002, by and between DSP Group, Inc., a Delaware
corporation ("DSPGI"), and Ceva, Inc. , a Delaware corporation ("Ceva"). (DSPGI
and Ceva are sometimes collectively referred to herein as the "Companies").
RECITALS
A. DSPGI is the common parent of an affiliated group of corporations,
_____________
Ceva, Inc. – reference to the assets
and activities of a member or members of a single Group.
"Separation Agreement" means the Separation Agreement by and among DSP
Group Inc., DSP Group Ltd., Ceva, Inc. , DSP Ceva Inc. and Corage, Ltd. Dated
November 1, 2002
"State Income Tax" means any Tax imposed by any State of the United
States or by any political subdivision
_____________
Ceva, Inc. – TABLE}
{S} {C}
If to DSPGI, to: DSP Group Inc.
5 Shenkar St.
----------------------
Herzeliya 46120 Israel
----------------------
Attn: Moshe Zelnik, DSP Group Inc.
------------
{/TABLE}
{TABLE}
{S} {C}
If to Ceva, to: Ceva, Inc.
2033 Gateway Place, Suite 150
-----------------------------
San Jose, CA 95110
------------------------------
Attn: Elaine Coughlan, Ceva, Inc.
---------------
{/TABLE}
11.2 Binding Effect. This Agreement shall be binding upon and inure to the
_____________
Ceva, Inc. – 46120 Israel
----------------------
Attn: Moshe Zelnik, DSP Group Inc.
------------
{/TABLE}
{TABLE}
{S} {C}
If to Ceva, to: Ceva, Inc.
2033 Gateway Place, Suite 150
-----------------------------
San Jose, CA 95110
------------------------------
Attn: Elaine Coughlan, Ceva, Inc.
---------------
{/TABLE}
11.2 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
11.3 Waiver. No
_____________
CEVA, INC. – its behalf by its officers thereunto duly authorized, all as of the
day and year first written above.
DSP GROUP, INC.
By: /s/ Eliyahu Ayalon
---------------------------
Eliyahu Ayalon
Chief Executive officer
CEVA, INC.
By: /s/ Gideon Wertheizer
---------------------------
Gideon Wertheizer
President
12
{/TEXT}
{/DOCUMENT}
_____________
dt 1458754
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DSP Group
As referenced in this Tax Indemnification and Allocation Agreement:
DSP Group, Inc – AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.2
TAX INDEMNIFICATION AND ALLOCATION AGREEMENT
This Tax Indemnification and Allocation Agreement (the "Agreement") is
entered into as of November 1, 2002, by and between DSP Group, Inc ., a Delaware
corporation ("DSPGI"), and Ceva, Inc., a Delaware corporation ("Ceva"). (DSPGI
and Ceva are sometimes collectively referred to herein as the "Companies").
RECITALS
A. DSPGI is the common
_____________
DSP
Group Inc – Tax" means any Tax computed by reference to the assets
and activities of a member or members of a single Group.
"Separation Agreement" means the Separation Agreement by and among DSP
Group Inc ., DSP Group Ltd., Ceva, Inc., DSP Ceva Inc. and Corage, Ltd. Dated
November 1, 2002
"State Income Tax" means any Tax imposed by any State of the United
States
_____________
DSP Group Inc – prepaid, to the parties at the following addresses (or at such other
address as a party may specify by notice to the other):
{TABLE}
{S} {C}
If to DSPGI, to: DSP Group Inc .
5 Shenkar St.
----------------------
Herzeliya 46120 Israel
----------------------
Attn: Moshe Zelnik, DSP Group Inc.
------------
{/TABLE}
{TABLE}
{S} {C}
If to Ceva, to: Ceva, Inc.
2033 Gateway Place, Suite 150
-----------------------------
San Jose,
_____________
DSP Group Inc – address as a party may specify by notice to the other):
{TABLE}
{S} {C}
If to DSPGI, to: DSP Group Inc.
5 Shenkar St.
----------------------
Herzeliya 46120 Israel
----------------------
Attn: Moshe Zelnik, DSP Group Inc .
------------
{/TABLE}
{TABLE}
{S} {C}
If to Ceva, to: Ceva, Inc.
2033 Gateway Place, Suite 150
-----------------------------
San Jose, CA 95110
------------------------------
Attn: Elaine Coughlan, Ceva, Inc.
---------------
{/TABLE}
11.2 Binding Effect.
_____________
DSP GROUP, INC – each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
day and year first written above.
DSP GROUP, INC .
By: /s/ Eliyahu Ayalon
---------------------------
Eliyahu Ayalon
Chief Executive officer
CEVA, INC.
By: /s/ Gideon Wertheizer
---------------------------
Gideon Wertheizer
President
12
{/TEXT}
{/DOCUMENT}
_____________
dt 1372860
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