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EXHIBIT 10.2
AMENDMENT
TO THE
1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN
OF
DSP GROUP, INC.
(1) This Amendment, dated October 26, 2000, amends the 1998 Non-Officer
Employee Stock Option Plan of DSP Group, Inc., (the "Plan") and is made pursuant
to Section 13 of the Plan
(2) Unless otherwise expressly provided for in this Amendment, all
capitalized words or phrases or other defined terms used in this Amendment will
have the same meaning ascribed to them in the Plan.
(3) Section 3(a) of the Plan is hereby replaced with the following :
"(3) STOCK SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 10, below, the
maximum aggregate number of Shares which may be issued pursuant to all Awards is
3,600,000 Shares. The Shares to be issued pursuant to Awards may be authorized,
but unissued, or reacquired Common Stock."
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I hereby certify that the foregoing Amendment was duly approved by the Board of
Directors of DSP Group, Inc.
Dated: October 26, 2000 /s/
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Eliyahu Ayalon
Chairman of the Board and
Chief Executive Officer
