December __, 2010Ramius LLC • December 6th, 2010 • Semiconductors & related devices
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Zoran Corporation (the “Company”) in connection with (i) a written consent solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking for the election of directors to the Company’ Board and/or (ii) a proxy solicitation that the Ramius Group is considering undertaking to nominate and elect directors at the Company’s 2011 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (collectively, the “Ramius Group Solicitations”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.
December __, 2010Ramius LLC • December 6th, 2010 • Semiconductors & related devices
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Zoran Corporation (the “Company”) in connection with (i) a written consent solicitation that the Ramius Group is considering undertaking for the election of directors to the Company’ Board and/or (ii) a proxy solicitation that the Ramius Group is considering undertaking to nominate and elect directors at the Company’s 2011 annual meeting of stockholders (the “Annual Meeting”), or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (collectively, the “Ramius Group Solicitations”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • December 6th, 2010 • Ramius LLC • Semiconductors & related devices
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Zoran Corporation, a Delaware corporation (the “Company”);
