Zoran Corp \De\ Sample Contracts

Common Stock
Underwriting Agreement • November 18th, 1999 • Zoran Corp \De\ • Semiconductors & related devices • New York
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AGREEMENT FOR PURCHASE AND SALE OF ASSETS
Agreement for Purchase and Sale • August 16th, 1999 • Zoran Corp \De\ • Semiconductors & related devices • California
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REF: F:/ZORAN/TENANCY APP./SM/29/11/99 [TRANSLATED FROM THE HEBREW] APPENDIX ADDENDUM TO UNPROTECTED TENANCY AGREEMENT OF 16.9.97 Made and signed on the ___ day of __________ 1999 BETWEEN: MATAM - HAIFA INFORMATION INDUSTRIES CENTRE LTD PC 51-068740-3...
Zoran Corp \De\ • March 30th, 2000 • Semiconductors & related devices
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Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Escrow Agreement • July 10th, 2000 • Zoran Corp \De\ • Semiconductors & related devices • California
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 4th, 2010 • Zoran Corp \De\ • Semiconductors & related devices • Delaware

This Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Zoran Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

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RECITALS
Confidential Separation Agreement • March 31st, 1998 • Zoran Corp \De\ • Semiconductors & related devices • California
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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CSR PLC, ZEISS MERGER SUB, INC. and ZORAN CORPORATION Dated as of June 16, 2011
Agreement and Plan of Merger • June 21st, 2011 • Zoran Corp \De\ • Semiconductors & related devices • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2011 (this “Agreement”), by and among CSR plc, a company organized under the laws of England and Wales (“Parent”), Zeiss Merger Sub, Inc., a Delaware corporation that is a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Zoran Corporation, a Delaware corporation (the “Company”) amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of February 20, 2011, by and among Parent, Merger Sub and the Company (the “Original Agreement”).

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LEASE BETWEEN Arturo J. Gutierrez and John A. Cataldo, Trustees of Auburn- Oxford Trust u/d/t dated October 19, 1983 and recorded with the Middlesex South Registry of the Land Court as Document No. 652932 AND Zoran Corporation, a Delaware corporation....
Lease • April 20th, 2007 • Zoran Corp \De\ • Semiconductors & related devices • Massachusetts

Each reference in this Lease to any of the following subjects shall incorporate the data stated for that subject in this Section 1.1.

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THIS AGREEMENT is made June , 2011 BETWEEN:
Agreement • June 21st, 2011 • Zoran Corp \De\ • Semiconductors & related devices
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VOTING AGREEMENT
Voting Agreement • June 21st, 2011 • Zoran Corp \De\ • Semiconductors & related devices • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June [__], 2011 by and between CSR plc, a corporation organized under the laws of the United Kingdom (“Parent”), and the undersigned Stockholder (the “Stockholder”) of Zoran Corporation, a Delaware corporation (the “Company”).

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ZORAN CORPORATION AMENDMENT OF NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS
Nonstatutory Stock Option Agreement • April 20th, 2007 • Zoran Corp \De\ • Semiconductors & related devices • California

THIS AMENDMENT OF NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS is made by and between Zoran Corporation, a Delaware corporation (the “Company”), and (the “Optionee”).

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ZORAN CORPORATION AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • February 29th, 2008 • Zoran Corp \De\ • Semiconductors & related devices • California

This Amendment to Stock Option Agreement (“Amendment”) is made and entered into as of December 22, 2006 (“Effective Date”) by and between Zoran Corporation, a Delaware corporation (the “Company”), and Levy Gerzberg (“Optionee”).

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AGREEMENT AND PLAN OF REORGANIZATION among ZORAN CORPORATION, a Delaware corporation (“Zoran”), ZINC ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Zinc, and OAK TECHNOLOGY, INC., a Delaware corporation Dated May 4, 2003
Voting Agreement • May 7th, 2003 • Zoran Corp \De\ • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of May 4, 2003 by and among Zoran Corporation, a Delaware corporation (“Zoran”), Zinc Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Zoran (“Sub”), and Oak Technology, Inc., a Delaware corporation (“Oak”).

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ZORAN CORPORATION IMMEDIATELY EXERCISABLE NONSTATUTORY STOCK OPTION AGREEMENT UNDER THE
Nonstatutory Stock Option Agreement • January 6th, 2006 • Zoran Corp \De\ • Semiconductors & related devices • California

Zoran Corporation, a Delaware corporation (the “Company”), hereby grants, effective _______ __, ____ (the “Date of Grant”), to ____________________ (the “Optionee”), an option (the “Option”) to purchase a total ______________________ (________) shares of Common Stock of the Company (the “Shares”) upon the terms and conditions set forth in this Option Agreement, and in all respects subject to the terms, definitions and provisions of the Company’s 1993 Stock Option Plan (the “Plan”), which is incorporated herein by this reference.

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OAK TECHNOLOGY, INC. EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
Employee Non-Qualified Stock Option Agreement • January 6th, 2006 • Zoran Corp \De\ • Semiconductors & related devices • California

THIS EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) by and between Oak Technology, Inc., a Delaware corporation (the Company”), and ________________ (the “Employee”), is made as of ___________ (such date being sometimes referred to herein as the “Date of Grant”).

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AGREEMENT Arranged and signed in Haifa on the day of February, 2005 BETWEEN MATA"M—Haifa Advanced Technology Center Ltd. ("The Company", "MATA"M") On one side; AND ZORAN MICORELECTRONICS Ltd. ("The Renter") On the other side;
Agreement • July 29th, 2005 • Zoran Corp \De\ • Semiconductors & related devices • Matam

Since The Company has rights on the land at the Advanced Technology Center in Haifa ("The Center") known as lot 89 in block 10730 ("The Land"), as marked in red perimtrical line on the parking and building location plan Annex "K";

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EMPLOYMENT AGREEMENT
Employment Agreement • June 10th, 2003 • Zoran Corp \De\ • Semiconductors & related devices • California

This Employment Agreement (the “Agreement”) is made and entered into as of May 4, 2003 by and between Zoran Corporation, a Delaware corporation (the “Company”), and Young K. Sohn (“Employee”). This Agreement shall become effective immediately following the effective time (the “Effective Time”) of the merger (the “Merger”) of Oak Technology, Inc., a Delaware corporation (“Oak”), with and into Zoran Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“Sub”), pursuant to an Agreement and Plan of Reorganization of even date herewith by and among the Company, Sub and Oak (the “Merger Agreement”).

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FIRST AMENDMENT TO AGREEMENT TO PARTICIPATE IN THE ZORAN CORPORATION EXECUTIVE RETENTION AND SEVERANCE PLAN As Amended Through October 21, 2008
First Amendment • January 5th, 2011 • Zoran Corp \De\ • Semiconductors & related devices

This First Amendment (this “Amendment”) to the Agreement to Participate (the “Agreement”) in the Zoran Corporation Executive Retention and Severance Plan, as amended through October 21, 2008 (the “Plan”), by and between the undersigned employee (the “Participant”) and Zoran Corporation (the “Company”), is made effective as of December 31, 2010 (the “Effective Date”).

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SUB-SUBLEASE
Sub-Sublease • May 13th, 1997 • Zoran Corp \De\ • Semiconductors & related devices • California
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LEASE
Lease • April 20th, 2007 • Zoran Corp \De\ • Semiconductors & related devices

THIS LEASE (“Lease”) is made on the 19th day of May, 2006 by and between WTA Kifer LLC, a California limited liability company (hereinafter called “Lessor”) and Zoran Corporation, a Delaware corporation (hereinafter called “Lessee”).

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ZORAN CORPORATION 2005 OUTSIDE DIRECTORS EQUITY PLAN NONSTATUTORY STOCK OPTION AGREEMENT
Plan Nonstatutory Stock Option Agreement • July 13th, 2006 • Zoran Corp \De\ • Semiconductors & related devices • California

Zoran Corporation has granted to the Participant named in the Notice of Grant of Nonstatutory Stock Option (the “Grant Notice”) to which this Nonstatutory Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Zoran Corporation 2005 Outside Directors Equity Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all

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THIRD AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 13th, 2003 • Zoran Corp \De\ • Semiconductors & related devices

THIS AMENDMENT is made and entered into as of August 7, 2003 by and among Zoran Corporation, a Delaware corporation (“Zoran”), Zinc Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Zoran (“Sub”), and Oak Technology, Inc., a Delaware corporation (“Oak”).

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PC OPTICAL STORAGE PATENT CROSS LICENSE AGREEMENT
License Agreement • May 10th, 2006 • Zoran Corp \De\ • Semiconductors & related devices • California

This PC Optical Storage Patent Cross License Agreement (“Agreement”), executed as of January 25, 2006 (the “Execution Date”), is made and entered into by and between Zoran Corporation, a Delaware corporation with its principal place of business at 1390 Kifer Road, Sunnyvale, CA, 94086, USA, (“Zoran”) and its wholly owned subsidiary Oak Technology, Inc. (“Oak”) and MediaTek, Inc., a Taiwanese corporation with its with its principal place of business at No. 1-2, Innovation Road 1, Science-Based Industrial Park, Hsin-Chu City, Taiwan 300, R.O.C. (“MediaTek”). This Agreement shall be effective as of January 25, 2006 (the “Effective Date”).

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AGREEMENT Made and signed in Haifa this day of 1997
Zoran Corp \De\ • July 29th, 2005 • Semiconductors & related devices

Whereas the Company is the exclusive possessor of and owner of the rights in land situated in the Haifa Science Industries Centre (hereinafter referred to as "the Centre") which constitutes part of parcels 7 and 8 in block 10730 (hereinafter referred to as "the plot");

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SUB-SUBLEASE ADDENDUM
Sub-Sublease • April 2nd, 2001 • Zoran Corp \De\ • Semiconductors & related devices
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OAK TECHNOLOGY, INC. OUTSIDE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 14th, 2003 • Zoran Corp \De\ • Semiconductors & related devices • California

THIS OUTSIDE DIRECTOR STOCK OPTION AGREEMENT (this “Agreement”) by and between Oak Technology, Inc., a Delaware corporation (the “Company”), and (the “Director”), is made as of (such date being sometimes referred to herein as the “Date of Grant”).

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ZORAN PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
Zoran Proprietary Information and Inventions Agreement • May 2nd, 2005 • Zoran Corp \De\ • Semiconductors & related devices • California
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SUBLEASE AGREEMENT BETWEEN YAHOO! INC. AND OAK TECHNOLOGY, INC.
Sublease Agreement • November 14th, 2003 • Zoran Corp \De\ • Semiconductors & related devices • California

THIS SUBLEASE (“Sublease”) is entered into as of June 18, 2001 (the “Effective Date”), by and between YAHOO! INC., a Delaware corporation (“Sublandlord”) and OAK TECHNOLOGY, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:

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STOCK OPTION AMENDMENT AND CASH BONUS AGREEMENT
Cash Bonus Agreement • June 1st, 2007 • Zoran Corp \De\ • Semiconductors & related devices

This Stock Option Amendment and Cash Bonus Agreement (this “Agreement”) is made as of , 2007 by and between Zoran Corporation, a Delaware corporation (the “Company”), and (“Optionee”).

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PC OPTICAL STORAGE TECHNOLOGY PATENT LICENSE AGREEMENT
License Agreement • May 10th, 2006 • Zoran Corp \De\ • Semiconductors & related devices • California

This PC Optical Storage Technology Patent License Agreement (“Agreement”), executed as of January 25, 2006 (the “Execution Date”), is made and entered into by and between, on the one hand, Zoran Corporation, a Delaware corporation with its principal place of business at 1390 Kifer Road, Sunnyvale, CA, 94086, USA and its wholly owned subsidiary, Oak Technology, Inc. (collectively, “Zoran”), and, on the other hand, MediaTek, Inc., a Taiwanese corporation with its with its principal place of business at No. 1-2, Innovation Road 1, Science-Based Industrial Park, Hsin-Chu City, Taiwan 300, R.O.C. (“MediaTek”). This Agreement shall be effective as of January 25, 2006 (the “Effective Date”).

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