Zoran Corp \De\ Sample Contracts

Zoran Corp \De\ – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZORAN CORPORATION (August 31st, 2011)

This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is One Thousand (1,000) with par value of $0.001 per share.

Zoran Corp \De\ – BYLAWS OF ZEISS MERGER SUB, INC. (a Delaware corporation) (Adopted February 18, 2011) (August 31st, 2011)
Zoran Corp \De\ – Zoran Corporation: Karl Schneider Bonnie McBride (Investors) Chief Financial Officer (415) 454-8898 (July 26th, 2011)

Sunnyvale, Calif. — July 26, 2011 — Zoran Corporation (Nasdaq: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today reported results for its second quarter ended June 30, 2011.

Zoran Corp \De\ – 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 (June 21st, 2011)

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”).

Zoran Corp \De\ – VOTING AGREEMENT (June 21st, 2011)

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”).

Zoran Corp \De\ – VOTING AGREEMENT (June 21st, 2011)

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”).

Zoran Corp \De\ – THIS AGREEMENT is made June , 2011 BETWEEN: (June 21st, 2011)
Zoran Corp \De\ – THIS AGREEMENT is made June , 2011 BETWEEN: (June 21st, 2011)
Zoran Corp \De\ – Zoran Corporation: Karl Schneider Bonnie McBride (Investors) Chief Financial Officer (415) 454-8898 (May 9th, 2011)

Sunnyvale, Calif. — May 9, 2011 — Zoran Corporation (Nasdaq: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today reported results for its first quarter ended March 31, 2011.

Zoran Corp \De\ – VOTING AGREEMENT (February 22nd, 2011)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 20, 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”).

Zoran Corp \De\ – THIS AGREEMENT is made February 20, 2011 BETWEEN: (February 22nd, 2011)
Zoran Corp \De\ – VOTING AGREEMENT (February 22nd, 2011)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 20, 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”).

Zoran Corp \De\ – CSR PLC ANNOUNCES MERGER WITH ZORAN CORPORATION CREATING A GLOBAL LEADER IN CONNECTIVITY, LOCATION, IMAGING AND AUDIO (February 22nd, 2011)

CSR PLC (“CSR”: LSE: CSR.L or the “Company”) and Zoran Corporation (“Zoran”: NASDAQ: ZRAN) have entered into a merger agreement (the “Merger Agreement”) under which Zoran will merge with CSR (the “Merger”) for an equity value equivalent to approximately US$679 million* (the “Transaction Value”). Under the terms of the Merger Agreement, it is proposed that Zoran shareholders will receive 1.85 ordinary shares of CSR in the form of American Depositary Shares (each an “ADS”), for each share of Zoran common stock held. In addition, CSR announces that it intends to return up to US$240 million to shareholders via an on-market share buyback programme (the “Share Buyback”).

Zoran Corp \De\ – AGREEMENT AND PLAN OF MERGER by and among CSR PLC, ZEISS MERGER SUB, INC. and ZORAN CORPORATION Dated as of February 20, 2011 (February 22nd, 2011)

AGREEMENT AND PLAN OF MERGER, dated as of February 20, 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”).

Zoran Corp \De\ – THIS AGREEMENT is made February 20, 2011 BETWEEN: (February 22nd, 2011)
Zoran Corp \De\ – Microtune, Inc. Financial Statements as of and for the Years Ended December 31, 2009 and 2008, and Independent Auditors’ Report (February 11th, 2011)

We have audited the accompanying consolidated balance sheets of Microtune, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Zoran Corp \De\ – ZORAN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (February 11th, 2011)

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Zoran Corporation (“Zoran”, “we”, “our”, “us”) and Microtune, Inc. (“Microtune”) after giving effect to Zoran’s acquisition of Microtune on November 30, 2010, the payment of $159.2 million in cash and the conversion of $2.0 million in Microtune’s restricted stock units into 1.4 million Zoran restricted stock units immediately after the close of acquisition and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

Zoran Corp \De\ – Zoran Corporation: Investors: Karl Schneider Bonnie McBride Chief Financial Officer (415) 454-8898 ir@zoran.com (February 8th, 2011)
Zoran Corp \De\ – Zoran Corporation: Karl Schneider Chief Financial Officer (408) 523-6500 ir@zoran.com Bonnie McBride (Investors) (415) 454-8898 bonnie@avalonir.com (February 3rd, 2011)
Zoran Corp \De\ – Zoran Corporation: Investors: Karl Schneider Bonnie McBride Chief Financial Officer (415) 454-8898 ir@zoran.com (January 25th, 2011)
Zoran Corp \De\ – Zoran Corporation: Karl Schneider Bonnie McBride (Investors) Chief Financial Officer (415) 454-8898 (January 21st, 2011)

SUNNYVALE, Calif. (January 21, 2011) — Zoran Corporation (Nasdaq : ZRAN) today announced that revenues for the fourth quarter ended December 31, 2010 were $68.8 million, as compared to the mid-point of its previously announced guidance of $62.5 million. Net loss per share for the quarter is expected to be in the range of approximately $0.30 to $0.33 per share, as compared to Zoran’s previously announced guidance of a net loss per share of between $0.39 to $0.43 per share. Net loss excludes the amortization of acquired intangible assets, acquisition related revenues and expenses, stock-based compensation expenses, and an adjustment for the tax provision to a non-GAAP rate.

Zoran Corp \De\ – FIRST AMENDMENT TO AGREEMENT TO PARTICIPATE IN THE ZORAN CORPORATION EXECUTIVE RETENTION AND SEVERANCE PLAN As Amended Through October 21, 2008 (January 5th, 2011)

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”).

Zoran Corp \De\ – Zoran Corporation: Karl Schneider Bonnie McBride (Investors) Chief Financial Officer (415) 454-8898 (October 25th, 2010)

Sunnyvale, Calif. — October 25, 2010 — Zoran Corporation (Nasdaq: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today reported results for its third quarter ended September 30, 2010.

Zoran Corp \De\ – Additional Information and Where to Find It (September 9th, 2010)

Microtune is expected to file with the Securities and Exchange Commission (the “SEC”) a proxy statement relating to the solicitation of proxies from Microtune’s stockholders in connection with the proposed merger transaction, and may file other documents with the SEC regarding the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, MICROTUNE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. Microtune’s stockholders will be able to obtain, without charge, a copy of the proxy statement, as well as such other documents, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. Microtune’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and such other documents when they become available by directing a request by mail or

Zoran Corp \De\ – Zoran Corporation: Microtune, Inc.: Karl Schneider Justin Chapman Chief Financial Officer Chief Financial Officer (September 8th, 2010)

Sunnyvale, Calif. — September 8, 2010 — Zoran Corporation (NASDAQ: ZRAN) today announced that it has entered into a definitive agreement to acquire Microtune®, Inc. (NASDAQ: TUNE). Under the agreement, Zoran will pay $2.92 in cash for each share of Microtune’s common stock, resulting in a transaction price of approximately $166 million, or $84 million net of cash acquired. Both boards of directors have approved the transaction, which is expected to close after Microtune shareholder approval, regulatory clearance and satisfaction of customary conditions specified in the agreement. Zoran expects the acquisition to be accretive immediately following the close of the deal, which is expected to be in the fourth quarter of 2010.

Zoran Corp \De\ – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ZORAN CORPORATION MAPLE ACQUISITION CORP. AND MICROTUNE, INC. SEPTEMBER 7, 2010 (September 8th, 2010)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 7, 2010 (the “Agreement Date”), by and between Zoran Corporation, a Delaware corporation (“Parent”), Maple Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and Microtune, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

Zoran Corp \De\ – Zoran Corporation 1995 Employee Stock Purchase Plan (August 6th, 2010)
Zoran Corp \De\ – Zoran Corporation: Karl Schneider Chief Financial Officer (408) 523-6500 ir@zoran.com Bonnie McBride (Investors) (415) 454-8898 bonnie@avalonir.com (July 26th, 2010)
Zoran Corp \De\ – Zoran Corporation 2005 Equity Incentive Plan (June 29th, 2010)
Zoran Corp \De\ – INDEMNIFICATION AGREEMENT (June 4th, 2010)

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

Zoran Corp \De\ – Zoran Corporation: Karl Schneider Bonnie McBride (Investors) Chief Financial Officer (415) 454-8898 (April 26th, 2010)

SUNNYVALE, Calif. (April 26, 2010) — Zoran Corporation (Nasdaq: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today reported results for its first quarter ended March 31, 2010.

Zoran Corp \De\ – ZORAN CORPORATION REPORTS FOURTH QUARTER AND YEAR END 2009 RESULTS (January 25th, 2010)

SUNNYVALE, Calif. (January 25, 2010) — Zoran Corporation (Nasdaq: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today reported results for its fourth quarter and year ended December 31, 2009.

Zoran Corp \De\ – Zoran Corporation: Karl Schneider Bonnie McBride (Investors) Chief Financial Officer (415) 454-8898 (October 26th, 2009)

SUNNYVALE, Calif. (October 26, 2009) — Zoran Corporation (Nasdaq: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today reported results for its third quarter ended September 30, 2009.

Zoran Corp \De\ – Zoran Corporation 1995 Employee Stock Purchase Plan (August 5th, 2009)
Zoran Corp \De\ – 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. DEFINITIONS AND CONSTRUCTION 1 2.1 Definitions 1 2.2 Construction 5 3. ADMINISTRATION 5 3.1 Administration by the Board 5 3.2 Authority of Officers 5 3.3 Powers of the Board 5 3.4 Option or SAR Repricing 6 3.5 Indemnification 6 4. SHARES SUBJECT TO PLAN 6 4.1 Maximum Number of Shares Issuable 6 4.2 Share Accounting 7 4.3 Adjustments for Changes in Capital Structure 7 5. ELIGIBILITY, PARTICIPATION AND AWARD LIMITATIONS 7 5.1 Persons Eligible for Awards 7 5.2 Annual Award Limits 7 6. OUTSIDE DIRE (August 5th, 2009)