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.
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ZORAN
CORPORATION
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By:
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/s/ Karl Schneider
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Title:
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KARL SCHNEIDER
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Chief Financial
Officer
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