Appendix A to my Employment Agreement with DPS Ltd

Exhibit 10.45

To: Eli Fogel

Re: Your Employment at DSP Ltd

We are pleased to offer you a position at DSP Ltd (hereinafter: “the Company”) in accordance with the following Employment Terms:

Your position at the Company will be Senior V.P & C.T.O.

8.33% of the salary on account of severance pay – at the Company’s expense

5% of the salary on account of benefits – at the Company’s expense

5% of the salary on account of benefits – at your expense

Disability Income Insurance – up to 2.5% at the Company’s expense

During your period of employment at the Company, it will allocate sums to a professional development fund. These allocations will be calculated at the rate of 7.5% of your salary on the Company’s account and 2.5% of the salary on the employee’s account, without any ceiling.

The company’s management will recommend that the DSP Group’s Board of Directors grant you options to acquire 120,000 DSP Group shares, subject to the terms of the DSP employee stock/option plan.

In order to dispel any manner of doubt, it is hereby clarified that, in any case, approval to grant the aforementioned options is subject to approval by the Company’s Board of Directors, as specified in the Company Procedures.

It is customary to allocate bonuses to some Company employees. When management-level discussions are held, your eligibility to receive a bonus will also be considered.

If you are dismissed for a reason other than one of the reasons specified below, the Company will transfer to you all the allocations that you have accumulated in your name in the Directors Insurance Policy and/or the fund (hereinafter: “the Allocations”).

The following is a list of the reasons that will negate the transfer of the allocations in your name:

It is hereby clarified that your transfer from the employment framework of the Company to that of a new company that is established – if established as part of the Company – and your employment at such a company, will not constitute termination of your employment or your resignation and/or dismissal from the Company, for the purpose of transferring the various allocations, including severance pay, yet without derogating from the generality of the aforementioned.

In the case of termination of your job, and/or expiration of this Agreement for any reason whatsoever, you undertake to transfer your position – and without derogating from the generality of the aforesaid – and all the matters you handle and/or any information whatsoever in your possession and which relates in any way to your job at the Company. Said transfer will be performed in an orderly and full manner, and include disclosure of any important detail regarding the Company’s dealings. You further undertake to transfer to the Company all the documents, information, material, equipment, and the like, which you have received and/or prepared in relation to your job at the Company, up to termination of your job at the Company; said transfer will be performed in an orderly and full manner.

You undertake to maintain confidentiality, both during and after your employment at the Company, as specified in the Pledge to Maintain Confidentiality attached to this Agreement as Appendix A, which constitutes an integral part thereof.

The Company will be entitled to protect an aforesaid invention and/or patent and/or trade secret by duly registering same or by performing any other action, be it in Israel or anywhere else.

It is hereby clarified that you will not be entitled to register the invention and/or patent and/or trade secret, or take any action related to them, except actions that are required for registration or exploitation of the aforementioned by or on behalf of the Company.

On the occasion of signing this personal employment contract, we welcome you to the Company and wish you the utmost satisfaction from your job.

We hope this will mark the beginning of many years of cooperation between us for your own personal benefit as well as that of the Company.

Sincerely yours,

Leah Sadeh

VP Human Resources

I have read this letter carefully and hereby consent to its contents.

I know that the salary conditions I have been offered, and those that will prevail during my employment, are personal, and that this letter constitutes a personal, unique employment contract that formalizes my relationship with the Company; therefore, I hereby confirm my knowledge of the fact that I will not be subject to the provisions of any other agreements, including collective-bargaining agreements, between the Company and its employees as long as this Agreement is valid, and I hereby undertake to maintain the confidentiality of said conditions.

Appendix A to my Employment Agreement with DPS Ltd

Pledge of Confidentiality

therefore, I hereby declare and undertake the following:

In this Agreement – the Confidential Information, including technical and commercial know-how and data (whether written or verbal), drafts, documents (reports, papers and records, assignation requests), descriptions, plans, software, hardware, trade secrets, including information related to the Company’s customers, suppliers and business partners and/or to the Company’s production or marketing system or which concerns the relations of the Company and/or its associated companies, control, are controlled, or are potentially or actually affiliated with any third parties whatsoever, including customers, suppliers, banking institutions, governmental institutions, and private, quasi-public or public entities of any type as well as any business, financial, commercial know-how, financial statements and balances before their publication, and any internal information whatsoever that can affect the value of the Company’s shares, formulae, data, plans, patents, inventions, discoveries, innovations, improvements, research, methods of any kind, progress in scientific, technical, economic, commercial or other developments, patent application letters, prototypes, samples, pictures, descriptions, blueprints, sketches, sun prints, booklets, models and specification documents, lists, documentation, source and object codes, tapes, discs and other storage means, letters, records, record booklets, reports and flow charts, as well as information related to the Company’s current business and/or business that the Company is going to conduct (as it will develop and as is described by the Company in its development plan booklet and business plans or in any other informational material on behalf of the Company) sales reports, short- and long-term policy covering Company-related, products, product features, marketing methods, customer lists, price lists, discounts, supplier lists, business/commercial/financial contacts, economic calculations, including operating and product costs, and every other thing and matter that contains confidential information or which is liable to serve as a source of confidential information, including any information of commercial, technical and non-technical value, written and unwritten, data, set of lists, models, specification documents, source and destination codes, processes, algorithms, computer magnetic tape, discs and other storage means that are tantamount to intellectual property or confidential

material of the Company or of any of its predecessors or of its associated companies, in whole or in part, and particularly including, without limitation, computer hardware, computer programmer’s plans and applications, price matters marketing information, as well as inventions that are not limited according to the definition of an invention as it is stipulated in the applicable Israeli or US patent laws, and each improvement or adaptation of the said information was planned, developed or obtained by me or for the Company, directly or indirectly, provided that it is not information and/or an available product that is in the public domain or can be purchased freely from an independent third party, and everything in relation to any matter related to the Company’s business and/or customers or which stems therefrom or is related in any way whatsoever, provided that is not in the public domain.

If I create an invention that is registered as a patent either during my Employment Period at the Company or in consequence of my work at the Company, the Company will register my name on the patent documents as the inventor, provided that the Company is convinced beyond all doubt that the invention was indeed created by me, and that said registration does not constitute an infringement upon the proprietary and/or other rights of the Company and/or those who come in its stead and/or its assignees, in said invention and/or patent specified above.

US 60/404,931, CELLULAR HOME BASE

I hereby undertake to safeguard the confidentiality of information related to all the financial aspects of the Company’s activity, including relations with banking institutions and the customs and tax authorities, and the Company’s liabilities and rights vis-à-vis third parties. Furthermore, I will safeguard the confidentiality of the information that comes into my hands and is related to entities such as the investment center, the Chief Scientist, the Company’s accountants and legal advisors, and the like.