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

On July 23, 2009, the Board of Directors of DSP Group, Inc. (the "Company"), upon the recommendation of Eliyahu Ayalon, unanimously approved the appointment of Ofer Elyakim as the Chief Executive Officer of the Company, effective as of July 23, 2009. Mr. Elyakim has been an executive officer of the Company in his capacity as Senior Vice President, President of South East Asia Operations and Director of Investor Relations of the Company prior to his new position.

Concurrent with Mr. Elyakim's appointment, Mr. Ayalon stepped down as Chief Executive Officer but will retain his role as Executive Chairman of the Board of Directors of the Company.

There are no material plans, contracts or arrangements, or any material amendment thereto, between either of Messrs. Elyakim or Ayalon and the Company to which either of them is a party or in which either of them participates that is entered into in connection with their new positions with the Company. No change has been made to either Messrs. Elyakim or Ayalon's current compensation arrangements with the Company in connection with their new positions with the Company.

There are no related party transactions exceeding $120,000 between either of Messrs. Elyakim or Ayalon and the Company in which either of them has a direct or indirect material interest. There are no family relationships between either of Messrs. Elyakim or Ayalon and any director or executive officer of the Company.

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