Exhibit 10.24
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 Levy Gerzberg
(“ Optionee
”).
WHEREAS, on
August 9, 2002, Optionee was granted an option to purchase
427,500 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, (“ 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
