THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

DSP Group, Inc. (DSPG)

4/7/2006 Proxy Information

We have entered into indemnification agreements with each of our directors and executive officers. Such agreements require us to indemnify such individuals to the fullest extent permitted by Delaware law.

All transactions between us and our officers, directors, principal stockholders and affiliates have been and will be approved by a majority of our board of directors, including a majority of our disinterested, non-employee directors on the board, and have been or will be on terms no less favorable to us than could be obtained from unaffiliated third parties.

6/15/2005 Proxy Information

The Company elected and agreed to nominate Mr. Limon to the board of directors as a representative of Magnum Technology, Ltd. under certain conditions pursuant to the terms of a stock purchase agreement, dated February 11, 1999.

3/30/2004 Proxy Information

We initially engaged Mr. Silver, a board member, as a consultant in connection with the separation of our DSP cores licensing business for which Mr. Silver was compensated with a payment of $20,000 in March 2002. Thereafter, we engaged Mr. Silver as a consultant for various business development activities for a term from August 1, 2002 to July 31, 2003 at a rate of $6,000 per month. Mr. Silver was also granted an option to purchase 12,651 shares of our common stock under our 2001 Stock Incentive Plan at an exercise price of $12.54 per share.

We have entered into indemnification agreements with each of our directors and executive officers. Such agreements require us to indemnify such individuals to the fullest extent permitted by Delaware law.

We own more than 5% of the capital stock of AudioCodes, Ltd. From 1993 to 2000, we operated under a development and licensing agreement with AudioCodes. Under the agreement, AudioCodes performed certain research and development services for us for which we paid AudioCodes a service fee. We also paid AudioCodes royalty fees realized from the sale of our products incorporating AudioCodes’ technology and fees for licensing such technology. In 2003, we paid to AudioCodes an aggregate of approximately $260,000.

The Company elected and agreed to nominate Zvi Limon to the board of directors as a representative of Magnum Technology, Ltd. under certain conditions pursuant to the terms of a stock purchase agreement, dated February 11, 1999, with Magnum, filed as an exhibit to our quarterly report on form 10-Q for the quarter ended March 31, 1999.

All transactions between us and our officers, directors, principal stockholders and affiliates have been and will be approved by a majority of our board of directors, including a majority of our disinterested, non-employee directors on the board, and have been or will be on terms no less favorable to us than could be obtained from unaffiliated third parties.

4/25/2003 Proxy Information

The Company initially engaged Mr. Silver, a board member, as a consultant in connection with the Company’s separation of its DSP cores licensing business for which Mr. Silver was compensated with a payment of $20,000 in March 2002. Thereafter, the Company engaged Mr. Silver as a consultant for various business development activities for a term from August 1, 2002 to July 31, 2003 at a rate of $6,000 per month. Mr. Silver was also granted an option to purchase 12,651 shares of the Company’s common stock under the 2001 Stock Incentive Plan at an exercise price of $12.54 per share. The number of options granted to Mr. Silver and the exercise price for the options were adjusted in connection with the separation of the DSP cores licensing business.

The Company owns more than 10% of the capital stock of AudioCodes, Ltd. From 1993 to 2000, the Company operated under a development and licensing agreement with AudioCodes. Under the agreement, AudioCodes performed certain research and development services for the Company for which it paid AudioCodes a service fee. The Company also paid AudioCodes royalty fees realized from the sale of its products incorporating AudioCodes’ technology and fees for licensing such technology. In 2002, the Company paid to AudioCodes an aggregate of approximately $329,000.

Compensation Committee Interlocks - Mr. Silver is a member of the compensation committee of the board of directors of ParthusCeva, Inc., and Mr. Ayalon, the Company’s Chief Executive Officer and Chairman of the board of directors, is the Chairman of the board of directors of ParthusCeva.

The Company elected and agreed to nominate Mr. Zvi Limon to the board of directors as a representative of Magnum Technology, Ltd. under certain conditions pursuant to the terms of a stock purchase agreement, dated February 11, 1999, with Magnum filed as an exhibit to the Company's quarterly report on form 10-Q for the quarter ended March 31, 1999.