Exhibit 10.23
ZORAN
CORPORATION
AMENDMENT TO STOCK OPTION
AGREEMENT
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 Karl Schneider
(“ Optionee
”).
WHEREAS, on
August 9, 2002, Optionee was granted an option to purchase
75,000 shares of the Company’s common stock (“
Option ”) under to
the Company’s 1993 Stock Option Plan, as amended through
April 21, 2002 (“ 1993
Plan ”) pursuant to that certain Incentive Stock
Option Agreement for Continuing Employees between the Company and
Optionee, dated as of March 12, 2003 (“ Agreement ”).
WHEREAS, the
parties desire to minimize any potential tax liabilities related to
the Option pursuant to Section 409A of the Internal Revenue
Code of 1986, as amended (“ Code ”), and Internal Revenue
Service Notice 2005-1.
WHEREAS, Optionee
has delivered to the Company an election form in which Optionee
accepts the Offer described in the Company’s “Offer to
Amend Certain Options,” dated December 21,
2006.
WHEREAS, Optionee
and the Company desire to amend the Option to increase the exercise
price of the Option.
NOW, THEREFORE,
Optionee and the Company hereby agree as follows:
1.
Nonqualified Stock Option . Optionee and the Company
agree that the Option is a nonqualified stock option, and is not
eligible to be treated as an incentive stock option within the
meaning of Section 422 of the Code.
2.
Amendment of Section 2 of the Agreement .
Section 2 of the Agreement is amended and restated in its
entirety to read as follows:
“2. Option Price . For
those Shares that vest on or before December 31, 2004, or that
were purchased pursuant to an option exercise under this Agreement
prior to December 21, 2006, the Option Price is $12.36 for
each Share. For the remainder of the Shares, the Option Price
for each Share is $14.69, or such other price as may be
determined by the Board of Directors of the Company to be
the fair market value of the Company’s Common
Stock on the measurement date for such option.
3.
No Other Changes . Except as expressly amended by this
Amendment, all of the terms of the Agreement shall remain in full
force and effect.
3.
Securities Law Compliance . Optionee has received the
Company’s Offer to Amend Certain Options, dated
December 21, 2006 and a copy of the prospectus related to
the
