Amendment Of Stock Option Agreement

Amendment of Stock Option Agreements


Exhibit 10.22

 

ZORAN CORPORATION

AMENDMENT OF STOCK OPTION AGREEMENTS

 

Zoran Corporation, a Delaware corporation (the “Company”), hereby amends, effective as of July 17, 2002, pursuant to resolutions of the Board of Directors of the Company adopted on such date, each of the options to purchase shares of the Company’s common stock granted to Levy Gerzberg (the “Optionee”) pursuant to the Company’s 1993 Stock Option Plan which are identified on the schedule attached hereto as Exhibit A and evidenced by a stock option agreement entered into between the Company and the Optionee (each, an “Option Agreement”).

 

1.             Effect of Retirement from the Board. Section 3(b)(ii) of each Option Agreement  is amended to read as follows:

 

3.             Vesting and Exercise of Option.

 

(b)           Right to Exercise.

 

(ii)           Except as provided by the following sentence, in the event of the Optionee’s death, disability or other termination of employment, the exercisability of the Option shall be governed by Sections 9(c), (d) and (e) of the Plan. In the event of the Optionee’s Retirement (as defined below) from the Board, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Continuous Service terminated, may be exercised at any time thereafter until the earlier of (A) the expiration of the Option term set forth in paragraph 7 below or (B) the Optionee’s acceptance of a senior executive management-level position with another entity. For the purposes of this Agreement, “Retirement” means the termination of the Optionee’s Continuous Service as a result of either of the following, provided that the Optionee has served continuously on the Board for at least two (2) years: (1) the Optionee’s resignation from the Board or (2) the expiration of the Optionee’s term as a director of the Company after the Optionee has declined to stand for reelection.

 

2.              Continuation of Other Terms. Except as set forth herein, all other terms and conditions of the Option Agreement shall remain in full force and effect.

 

This Amendment is executed by a duly authorized officer on behalf of the Company as of the date first set forth above.

 

 

 

ZORAN CORPORATION

 

 

 

 

By:

/s/ Karl Schneider

 

 

 

 

 

 

 

Title:

KARL SCHNEIDER

 

 

   Chief Financial Officer

 



 

EXHIBIT A

 

OPTIONS AMENDED

 

Option Number

 

Grant Date

 

Type

 

Number of
Shares

 

Exercise Price

 

001223

 

8/4/99

 

ISO

 

82,500

 

$

13.5833

 

001852

 

7/28/00

 

ISO

 

135,000

 

$

27.3333

 

002307

 

2/07/01

 

ISO

 

75,000

 

$

10.3333

 

002380

 

9/19/01

 

ISO

 

75,000

 

$

11.5200

 

 



 

ZORAN CORPORATION

 

AMENDMENT OF STOCK OPTION AGREEMENTS

 

Zoran Corporation, a Delaware corporation (“Company”), and Levy Gerzberg (“Optionee”), are parties to stock option agreements under the 1993 Stock Option (“1993 Plan”) and the 2005 Equity Incentive Plan (“2005 Plan”) (each, an “Option Agreement”) governing the options to purchase Company common stock identified on the Exhibit A attached hereto.

 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Optionee hereby agree as follows:

 

1.             Section 3(b)(ii) of each Option Agreement under the 1993 Plan is hereby amended to read in its entirety as follows:

 

(ii)           Except as provided by the following sentence, in the event of the Optionee’s death, disability or other termination of employment, the exercisability of the Option shall be governed by Sections 9(c), (d) and (e) of the Plan.  In the event of the Optionee’s Retirement (as defined below) from the Board, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Continuous Service terminated, may be exercised at any time thereafter until the earlier of (A) the expiration of the Option term set forth in paragraph 7 below or (B) the Optionee’s acceptance of a senior executive management-level position with another entity.  For the purposes of this Agreement, “Retirement” means the termination of the Optionee’s Continuous Service as a result of either of the following, provided that the Optionee has served continuously on the Board for at least two (2) years: (1) the Optionee’s resignation from the Board or (2) the expiration of the Optionee’s term as a director of the Company after the Optionee has declined to stand for reelection.

 

3.             Section 7.1(c) of each Option Agreement under the 2005 Plan is hereby amended to read in its entirety as follows:

 

(c)           Other Termination of Service.  In the event of the Participant’s Retirement (as defined below) from the Board of Directors of the Company (the “Board”), the Option, to the extent unexercised and exercisable on the date on which the Optionee’s continuous Service terminated, may be exercised at any time thereafter until the earlier of (i) the expiration of the Option term set forth in the Grant Notice or (ii) the Participant’s acceptance of a senior executive management-level position with another entity.  For the purposes of this Agreement, “Retirement” means the termination of the Participant’s continuous Service as a result of either of the following, provided that the Participant has served continuously on the Board for at least two (2) years: (i) the Participant’s resignation from the Board or (ii) the expiration of the Participant’s term

 



 

as a director of the Company after the Participant has declined to stand for reelection.

 

2.             Except as specifically set forth herein, all other terms and conditions of each Option Agreement shall remain in full force and effect.

 

 

Date: February 11, 2008

 

 

 

 

 

 

OPTIONEE:

 

 

 

 

 

 

    Levy Gerzberg

 

 

 

 

 

 

 

COMPANY: ZORAN CORPORATION

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

Title:

 

 

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EXHIBIT A

 

1993 PLAN OPTION AGREEMENTS

 

Option Number

 

Grant Date

 

Number of
Shares

 

Exercise Price

 

003082

 

7/15/03

 

304,679

 

$

24.7800

 

003086

 

7/15/03

 

304,679

 

$

24.7800

 

005217

 

12/29/06

 

178,125

 

$

14.6900

 

 

2005 PLAN OPTION AGREEMENTS

 

Option Number

 

Grant Date

 

Number of
Shares

 

Exercise Price

 

004696

 

8/19/05

 

180,000

 

$

13.5900

 

005581

 

4/26/07

 

20,220

 

$

19.7800

 

005582

 

4/26/07

 

79,780

 

$

19.7800

 

 

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