PARTHUSCEVA INC
EMPLOYMENT AGREEMENT, KEVIN FIELDING
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>11
<FILENAME>dex1015.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT, KEVIN FIELDING
<TEXT>
<PAGE>


                                                                  Exhibit 10.15

                             EMPLOYMENT AGREEMENT

   THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 1st day of November,
2002, is entered into by Parthus Technologies plc with its principal place of
business at 32-34 Harcourt Street, Dublin 2, Ireland (the "Company"), and Kevin
Fielding, residing in Ireland (the "Employee").

   The Company desires to employ the Employee, and the Employee desires to be
employed by the Company and perform certain services for its parent,
ParthusCeva, Inc. ("Parent"). In consideration of the mutual covenants and
promises contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties to this Agreement, the parties agree as follows:

   1. Term of Employment.  The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the period commencing on the date hereof and until
terminated in accordance with the provisions of Section 4 (such period, the
"Employment Period").

   The Company reserves the right to pay the Employee's salary in lieu of any
period of notice required to be given hereunder and both parties may waive
their right to such notice period.

   2. Title; Capacity.  The Employee shall serve as President and Chief
Executive Officer of Parent or in such other reasonably comparable position as
the Company, Parent or Parent's Board of Directors (the "Board") may determine
from time to time. The Employee shall be based at the Company's offices in
Dublin, Ireland. The Employee shall be subject to the supervision of, and shall
have such authority as is delegated to the Employee by, the Board or such
officer of the Parent as may be designated by the Board.

   The Employee hereby accepts such employment and agrees to undertake the
duties and responsibilities inherent in such position and such other duties and
responsibilities as the Board or its designee shall from time to time
reasonably assign to the Employee. The Employee agrees to devote his entire
business time, attention and energies to the business and interests of the
Company and Parent during the Employment Period. The Employee agrees to abide
by the rules, regulations, instructions, personnel practices and policies of
the Company and/or Parent and any changes therein which may be adopted from
time to time.

   3. Compensation and Benefits.

      3.1 Salary.  The Company shall pay the Employee, in periodic installments
   in accordance with the Company's customary payroll practices, an annual base
   salary of Two Hundred Eighty Thousand Euros ((Euro)280,000) commencing on
   the Commencement Date. Such salary shall be subject to increase but not
   decrease thereafter as determined by the Compensation Committee of Parent,
   at any time. Compensation shall be reviewed no less frequently than
   annually, but the Compensation Committee shall have no obligation to make
   any adjustment in any such review.

<PAGE>

      3.2 Provisions Applicable Only if Employee's Primary Place of Employment
   is Israel.  The customary working hours at the Company are 43 hours a week
   and the customary working days are Sunday through Thursday. Since Employee's
   job is one requiring personal trust, as defined in the Hours of Work and
   Rest Law, 5711 - 1951, the provisions of this law shall not apply to
   Employee. From time to time, according to the requirements of Employee's
   job, Employee will be requested to work in excess of the customary working
   hours and on Fridays. In such cases Employee will not be paid an increment
   for overtime. Employee must inform the Company immediately upon Employee's
   receipt of notice for active reserve duty. Employee's salary for the reserve
   duty period will be paid to Employee in full as provided herein for the
   duration of the Agreement, subject to confirmation of Employee's active
   reserve duty.

      3.3 Fringe Benefits.  The Employee shall be entitled to participate in
   all bonus and benefit programs that the Company establishes and makes
   available to its employees, if any, to the extent that Employee's position,
   tenure, salary, age, health and other qualifications make him eligible to
   participate, including, but not limited to, benefits as required by the laws
   of Ireland or currently offered to the Employee by the Company as indicated
   on Schedule A to this Agreement.

      3.4 Reimbursement of Expenses.  The Company shall reimburse the Employee
   for all reasonable travel, entertainment and other expenses incurred or paid
   by the Employee in connection with, or related to, the performance of his
   duties, responsibilities or services under this Agreement, in accordance
   with policies and procedures, and subject to limitations, adopted by the
   Company from time to time.

      3.5 Withholding.  All salary, bonus and other compensation payable to the
   Employee shall be subject to applicable withholding taxes.

   4. Termination of Employment Period.  The employment of the Employee by the
Company pursuant to this Agreement shall terminate upon the occurrence of any
of the following:

      4.1 At the election of the Company, for Cause as defined in clause (a)
   below, upon 12 months written notice by the Company to the Employee, which
   notice shall identify the Cause upon which the termination is based, and
   opportunity for the Employee to be heard. No notice shall be required for
   termination for Cause as defined in clauses (b), (c), (d), or (e) below,
   except to the extent that notice is required by law in the jurisdiction in
   which the Employee is employed. For the purposes of this Section 4.1,
   "Cause" shall mean (a) a good faith finding by the Board that the Employee
   has failed to perform his reasonably assigned duties for the Company or
   Parent and has failed to remedy such failure within 15 days following
   written notice from the Company to the Employee notifying him of such
   failure, (b) the Employee has willfully engaged in illegal conduct or gross
   misconduct which is materially and demonstrably injurious to the Company
   and/or Parent, (c) the conviction of the Employee of, or the entry of a
   pleading of guilty or nolo contendere (or any analogous proceeding) by the
   Employee to, any crime involving moral turpitude or any felony; (d) the
   Employee is adjudicated bankrupt or makes any arrangement or composition
   with the Employee's creditors; or (e) the Employee becomes of

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   unsound mind or is committed as patient for the purposes of any legislation
   relating to mental health.

      4.2 At the election of the Employee, for Good Reason (as defined below),
   immediately upon written notice by the Employee to the Company, which notice
   shall identify the Good Reason upon which the termination is based. For the
   purposes of this Section 4.2, "Good Reason" for termination shall mean the
   occurrence, without the Employee's written consent, of any of the events or
   circumstances set forth in clauses (a) through (e) below. Notwithstanding
   the occurrence of any such event or circumstance, such occurrence shall not
   be deemed to constitute Good Reason if such event or circumstance has been
   fully corrected and the Employee has been reasonably compensated for any
   losses or damages resulting therefrom (provided that such right of
   correction by the Company shall only apply to the first notice of
   termination for Good Reason given by the Employee) within 15 days following
   written notice from the Employee to the Company notifying the Company of
   such event.

      (a) the assignment to the Employee of duties inconsistent in any material
   respect with the Employee's position (including status, offices, titles and
   reporting requirements), authority or responsibilities, or any other action
   or omission by the Company or Parent which results in a material diminution
   in such position, authority or responsibilities;

      (b) a reduction in the Employee's annual base salary as set forth in
   Section 3.1 or as may be increased from time to time in accordance with
   Section 3.1, except for a comparable reduction in salary affecting all
   similarly situated employees;

      (c) the failure by the Company to (i) continue in effect any material
   compensation or benefit plan or program (including without limitation any
   life insurance, medical, health and accident or disability plan and any
   vacation or automobile program or policy) (a "Benefit Plan") in which the
   Employee participates or which is applicable to the Employee, unless an
   equitable arrangement (embodied in an ongoing substitute or alternative
   plan) has been made with respect to such plan or program, (ii) continue the
   Employee's participation therein (or in such substitute or alternative
   plan), or in any option plan of the Company or Parent, on a basis not
   materially less favorable, both in terms of the amount of benefits provided
   and the level of the Employee's participation relative to other
   participants, than the basis existing on the date hereof or as may be agreed
   from time to time by the Company and the Employee or (iii) award cash
   bonuses to the Employee in amounts and in a manner substantially consistent
   with awards to other members of the senior management team in light of the
   Employee's title and responsibilities;

      (d) a change by the Company in the location at which the Employee
   performs his principal duties for the Company to a new location that is both
   (i) outside a radius of 60 kilometers from the Employee's principal
   residence and (ii) more than 35 kilometers from the location at which the
   Employee performs his principal duties for the Company; or

      (e) any material breach by the Company of this Agreement.

      For purposes of this Agreement, the Employee's right to terminate his
   employment for Good Reason shall not be affected by his incapacity due to
   physical or mental illness.

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      4.3 Upon the death of the Employee.

      4.4 At the election of the Company upon determination by the Board, with
   not less than 30 days prior written notice, or at the election of the
   Employee, with not less than 12 months prior written notice, provided that
   solely for purposes of Section 5.2(b) the date of termination shall be the
   date such written notice is received by the Employee or the Company, as the
   case may be.

   5. Effect of Termination.

      5.1 Change in Control.  Notwithstanding any provisions hereof to the
   contrary, in the event that the at-will employment relationship is
   terminated by the Employee for Good Reason (as defined in Section 4.2) or by
   the Company, or any acquiring or succeeding corporation, without Cause (as
   defined in Section 4.1) within 12 months after a Change in Control (as
   defined below), the provisions of Section 5.2(b) shall apply.

      "Change in Control" shall mean the consummation of a merger,
   consolidation, reorganization, recapitalization or share exchange involving
   the Parent, a transaction involving the sale of the voting stock of the
   Parent or a sale or other disposition of all or substantially all of the
   assets of the Parent in one or a series of transactions (a "Business
   Combination"), unless, immediately following such Business Combination, all
   or substantially all of the individuals and entities who were the beneficial
   owners of the Common Stock of the Parent immediately prior to such Business
   Combination beneficially own, directly or indirectly, more than 50% of the
   combined voting power of the then-outstanding securities entitled to vote
   generally in the election of directors of the resulting or acquiring
   corporation in such Business Combination in substantially the same
   proportions as their ownership of the Common Stock of the Parent immediately
   prior to such Business Combination.

      5.2 Payments Upon Termination.

      (a) In the event the Employee's employment is terminated by the Company
   pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to
   Section 4.4, the Company shall pay to the Employee the compensation and
   benefits otherwise payable to him under Section 3 through the last day of
   his actual employment by the Company, including, but not limited to, any
   bonus awarded prior to the date of termination that is attributable to the
   period of employment, even if such bonus is payable after the date of
   termination. Notwithstanding the date of termination of actual employment of
   the Employee, in the event that the Employee's employment is terminated by
   the Employee pursuant to Section 4.4, the Employee shall be entitled to
   compensation and benefits hereunder through the termination of the notice
   period. In addition, in the event that the Employee's employment is
   terminated by the Company pursuant to Section 4.3, the vesting of any
   options granted to the Employee by Parent shall accelerate in full.

      (b) In the event the Employee's employment is terminated by the Employee
   pursuant to Section 4.2 or by the Company (including by an acquiring or
   succeeding corporation following a Change in Control) pursuant to Section
   4.4, (i) the Company shall pay to the

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   Employee an amount equal to the compensation to which the Employee would
   otherwise have been entitled had the Employee remained employed by the
   Company for 2 years after such termination (based on the Employee's salary
   as in effect on the date of termination), (ii) the Company shall continue to
   provide to the Employee medical and pension benefits for two years after
   such termination and any other benefits as the Company is required to do so
   by the laws of the jurisdiction in which the Employee is employed (to the
   extent such benefits can be provided to non-employees, or to the extent such
   benefits cannot be provided to non-employees, then the cash equivalent
   thereof), and (iii) the vesting of any options granted to the Employee by
   Parent shall accelerate in full. The payment to the Employee of the amounts
   payable under this Section 5.2(b) shall (i) be contingent upon the execution
   by the Employee of a release in a form reasonably acceptable to the Company
   and (ii) constitute the sole remedy of the Employee in the event of a
   termination of the Employee's employment in the circumstances set forth in
   this Section 5.2(b).

      5.3 Survival.  The provisions of Sections 5.1, 5.2(b) and 6 shall survive
   the termination of this Agreement.

   6. Non-Competition and Non-Solicitation; Proprietary Information and
Developments.

   The Employee shall execute, simultaneously with the execution of this
Agreement, or otherwise upon the request of the Company, the Company's
customary form of non-disclosure and assignment of inventions agreement and
non-competition and non-solicitation agreement.

   7. Other Agreements.  The Employee represents that his performance of all
the terms of this Agreement and the performance of his duties as an employee of
the Company do not and will not breach any agreement with any prior employer or
other party to which the Employee is a party (including without limitation any
nondisclosure or non-competition agreement). Any agreement to which the
Employee is a party relating to nondisclosure, non-competition or
non-solicitation of employees or customers is listed on Schedule B attached
hereto.

   8. Miscellaneous.

      8.1 Notices.  Any notices delivered under this Agreement shall be deemed
   duly delivered: (i) upon being hand delivered; (ii) six business days after
   it is sent by registered or certified mail, return receipt requested,
   postage prepaid; or (iii) one business day after it is sent for
   next-business day delivery via a reputable international overnight courier
   service, in each case to the address of the recipient set forth in the
   introductory paragraph hereto. Either party may change the address to which
   notices are to be delivered by giving notice of such change to the other
   party in the manner set forth in this Section 8.1.

      8.2 Pronouns.  Whenever the context may require, any pronouns used in
   this Agreement shall include the corresponding masculine, feminine or neuter
   forms, and the singular forms of nouns and pronouns shall include the
   plural, and vice versa.

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<PAGE>

      8.3 Entire Agreement.  This Agreement constitutes the entire agreement
   between the parties and supersedes all prior agreements and understandings,
   whether written or oral, relating to the subject matter of this Agreement,
   except for those agreements expressly referenced in this Agreement
   (including the Company's non-disclosure and assignment of inventions
   agreement and non-competition and non-solicitation agreement referenced in
   Section 6).

      8.4 Amendment.  This Agreement may be amended or modified only by a
   written instrument executed by both the Company and the Employee.

      8.5 Governing Law.  This Agreement shall be governed by and construed in
   accordance with the laws of the Republic of Ireland (without reference to
   the conflicts of laws provisions thereof). Any action, suit or other legal
   proceeding arising under or relating to any provision of this Agreement
   shall be commenced only in a court of the Republic of Ireland, and the
   Company and the Employee each consents to the jurisdiction of such a court.
   The Company and the Employee each hereby irrevocably waive any right to a
   trial by jury in any action, suit or other legal proceeding arising under or
   relating to any provision of this Agreement.

      8.6 Successors and Assigns.  This Agreement shall be binding upon and
   inure to the benefit of both parties and their respective successors and
   assigns, including any corporation with which, or into which, the Company
   may be merged or which may succeed to the Company's assets or business,
   provided, however, that the obligations of the Employee are personal and
   shall not be assigned by him.

      8.7 Waivers.  No delay or omission by the Company in exercising any right
   under this Agreement shall operate as a waiver of that or any other right. A
   waiver or consent given by the Company on any one occasion shall be
   effective only in that instance and shall not be construed as a bar or
   waiver of any right on any other occasion.

      8.8 Captions.  The captions of the sections of this Agreement are for
   convenience of reference only and in no way define, limit or affect the
   scope or substance of any section of this Agreement.

      8.9 Severability.  In case any provision of this Agreement shall be
   invalid, illegal or otherwise unenforceable, the validity, legality and
   enforceability of the remaining provisions shall in no way be affected or
   impaired thereby.

      8.10 Statutory Notice.  The Employee acknowledges that the foregoing
   constitutes particulars of his terms and conditions of employment for the
   purposes of the Terms of Employment (Information) Act, 1994 of the Republic
   of Ireland.

      8.11 Collective Agreements.  There are no collective agreements affecting
   the terms and conditions of employment of the Employee.

   THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

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   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.

                                           PARTHUS TECHNOLOGIES PLC

                                           By:  /s/ Elaine Coughlan
                                              ---------------------------------

                                           Title:______________________________

                                           EMPLOYEE

                                           /s/ Kevin Fielding
                                           -------------------------------------
                                           Kevin Fielding

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                                  SCHEDULE A

                                Fringe Benefits

Holidays and Vacation:        In addition to all public holidays, Employee will
                              be entitled to 30 days annual leave during each
                              completed calendar year, which includes any
                              shut-down period that may occur at Christmas or
                              Easter, holidays to be taken by pre-arrangement
                              with the Company.

Accumulated Vacation
and Sick Days:

Performance Bonus:            Employee will be entitled to such bonuses as may
                              be awarded by the Compensation Committee of the
                              Board of Directors of the Company in its sole
                              discretion.

The following provisions apply only if the Employee's primary place of
employment is Ireland:

Pension Program:              The Company will contribute to a pension plan
                              equivalent to 15% of Employee's salary, providing
                              retirement, death, disability and other benefits.
                              Employee may make further personal contribution
                              up to an additional 20% of gross salary. Such
                              contributions are fully tax deductible at
                              Employee's higher rate of tax.

VHI:                          The Company operates a group VHI scheme which
                              offers Plan E to all employees employed in
                              Ireland. Contributions are made directly by the
                              Company.

Sick Leave:                   Employee is entitled to sick leave in accordance
                              with the terms as authorized from time to time by
                              the Company.

The following provisions apply only if the Employee's primary place of
employment is Israel:

Pension Fund:                 The Company will allocate to the pension fund, a
                              provident fund or to Manager's Insurance, as
                              Employee shall choose, out of the salary as
                              specified in Section 3 of the Agreement, up to
                              the maximum allowed by law, in accordance with
                              the following breakdown:

                              (i) 8.33% of the salary on account of severance
                              pay--at the Company's expense;
                              (ii) 5% of the salary on account of benefits--at
                              the Company's expense;
                              (iii) 5% of the salary on account of benefits--at
                              Employee's expense; and

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                              (iv) Inability to work insurance at the Company's
                              expense and in accordance with the Company's
                              procedures.

                              The Company's allocations to Manager's Insurance
                              are made in lieu of any other obligation to pay
                              severance or make allocations to a pension fund.

                              Employee's agreement to the allocation made in
                              this section absolves the Company from the need
                              to contact the Minister of Labor in order to
                              obtain his approval in accordance with clause 14
                              of the Severance Pay Law. However, should the
                              need arise to contact the Minister of Labor and
                              obtain a suitable permit, Employee's signature on
                              this Agreement shall constitute Employee's
                              consent allowing the Company to contact the
                              Minister of Labor in Employee's name in order to
                              obtain a permit. If, in the future, the Company
                              is compelled by law and/or by an order of
                              expansion that applies to the entire economy, to
                              allocate funds to an arrangement or to a
                              comprehensive or other pension fund, this
                              allocation will be made to the new arrangement or
                              fund that will be in force instead of the
                              arrangement in this agreement, unless subject to
                              the regulations of the appropriate fund.

Sick Leave:                   Employee shall be entitled to 30 days of sick
                              leave per year, with a maximum accumulation of 90
                              days of sick leave. Employee's entitlement to
                              sick leave is conditioned upon proper medical
                              certification of an illness. Employee shall not
                              be entitled to receive pay in lieu of taking sick
                              leave.

Study Fund:                   During the period of Employee's employment at the
                              Company, the Company will make allocations to a
                              Study Fund in the amount of 7.5% of Employee's
                              salary up to the maximum allowed by law, at the
                              Company's expense, and 2.5% of Employee's salary
                              up to the maximum allowed by law, at the
                              Employee's expense.

Car:                          Employee will be given the use of a Company car
                              as of the commencement of Employee's employment.
                              All expenses for the car will be paid by the
                              Company, apart from a payment for the value of
                              the use of the car, which will be paid by
                              Employee, and will be deducted by the Company
                              from Employee's monthly salary.

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                                  SCHEDULE B

                               Prior Agreements

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