Exhibit 10.17
ZORAN CORPORATION
1993 STOCK OPTION
PLAN
(As Amended Through April 21,
2002)
1.
Purposes of the
Plan . The
purposes of this Stock Option Plan are to attract and retain the
best available personnel for positions of substantial
responsibility, to provide additional incentives to Employees,
Non-Employee Directors and Consultants of the Company and its
Subsidiaries, and to promote the success of the Company’s
business. Options granted hereunder may be either Incentive
Stock Options or Nonstatutory Stock Options at the discretion of
the Committee.
2.
Definitions
. As used herein, and in any
Option granted hereunder, the following definitions shall
apply:
(a)
“ Board ” shall
mean the Board of Directors of the Company.
(b)
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder.
(c)
“ Common Stock ”
shall mean the Common Stock of the Company.
(d)
“ Company ” shall
mean Zoran Corporation, a Delaware corporation.
(e)
“ Committee ”
shall mean the Committee appointed by the Board in accordance with
paragraph (a) of Section 4 of the Plan. If the Board does not
appoint or ceases to maintain a Committee, the term
“Committee” shall refer to the Board.
(f)
“ Consultant ”
shall mean any independent contractor retained to perform services
for the Company.
(g)
“ Continuous Service
” shall mean the absence of any interruption or termination
of service with the Company, a successor of the Company or any
Parent or Subsidiary, whether in the capacity of an Employee, a
Non-Employee Director, or a Consultant. Continuous Service
shall not be considered interrupted (i) during any period of sick
leave, military leave or any other leave of absence approved by the
Board, (ii) in the case of transfers between locations of the
Company or between the Company and any Parent, Subsidiary or
successor of the Company, or (iii) merely as a result of a change
in the capacity in which the Optionee renders such service provided
that no interruption or termination of the Optionee’s service
occurs.
(h)
“ Employee ”
shall mean any person, including officers (whether or not they are
directors), employed by the Company or any Subsidiary.
(i)
“ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as
amended.
(j)
“ Incentive Stock
Option ” shall mean any option granted under this Plan
and any other option granted to an Employee in accordance with the
provisions of Section 422 of the Code, and the regulations
promulgated thereunder.
(k)
“ Non-Employee Director
” shall mean any director of the Company or any Subsidiary
who is not employed by the Company or such Subsidiary.
(l)
“ Nonstatutory Stock
Option ” shall mean an Option granted under the Plan that
is subject to the provisions of Section 1.83-7 of the Treasury
Regulations promulgated under Section 83 of the Code.
(m)
“ Option ” shall
mean a stock option granted pursuant to the Plan.
(n)
“ Option Agreement
” shall mean a written agreement between the Company and the
Optionee regarding the grant and exercise of Options to purchase
Shares and the terms and conditions thereof as determined by the
Committee pursuant to the Plan.
(o)
“ Optioned Shares
” shall mean the Common Stock subject to an
Option.
(p)
“ Optionee ”
shall mean an Employee, Non-Employee Director or Consultant who
receives an Option.
(q)
“ Parent ” shall
mean a “parent corporation,” whether now or hereafter
existing, as defined by Section 424(e) of the Code.
(r)
“ Plan ” shall
mean this 1993 Stock Option Plan.
(s)
“ Registration Date
” shall mean the effective date of the first registration
statement filed by the Company pursuant to Section 12(g) of the
Exchange Act with respect to any class of the Company’s
equity securities.
(t)
“ Section 162(m)
” means Section 162(m) of the Code.
(u)
“ Securities Act
” shall mean the Securities Act of 1933, as
amended.
(v)
“ Share ” shall
mean a share of the Common Stock subject to an Option, as adjusted
in accordance with Section 11 of the Plan.
(w)
“ Subsidiary ”
shall mean a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the
Code.
3.
Stock Subject to the
Plan . Subject
to the provisions of Section 11 of the Plan, the maximum aggregate
number of Shares which may be issued under the Plan shall be five
million one hundred seventy thousand (5,170,000). If an
Option expires or becomes unexercisable for any reason without
having been exercised in full, the Shares which were subject to the
Option but as to which the Option was not exercised shall, unless
the Plan shall have been terminated, become available for other
Option grants under the Plan.
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The Company intends that as long as
it is not subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act and is not an investment company
registered or required to be registered under the Investment
Company Act of 1940, all offers and sales of Options and Shares
issuable upon exercise of any Option shall be exempt from
registration under the provisions of Section 5 of the Securities
Act, and the Plan shall be administered in such a manner so as to
preserve such exemption. The Company intends that the Plan
shall constitute a written compensatory benefit plan within the
meaning of Rule 701(b) of 17 CFR Section 230.701 promulgated by the
Securities and Exchange Commission pursuant to such Act. The
Committee shall designate which Options granted under the Plan by
the Company are intended to be granted in reliance on Rule
701.
4.
Administration of the
Plan .
(a)
Procedure
. The Plan shall be
administered by the Board. The Board may appoint one or more
Committees to administer the Plan, subject to such terms and
conditions as the Board may prescribe. Once appointed, the
Committee shall continue to serve until otherwise directed by the
Board. From time to time, the Board may increase the size of
the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove
all members of the Committee and, thereafter, directly administer
the Plan.
Members of the Board or Committee
who are either eligible for Options or have been granted Options
may vote on any matters affecting the administration of the Plan or
the grant of options pursuant to the Plan, except that no such
member shall act upon the granting of an Option to himself, but any
such member may be counted in determining the existence of a quorum
at any meeting of the Board or the Committee during which action is
taken with respect to the granting of an Option to him or
her.
The Committee shall meet at such
times and places and upon such notice as the chairperson
determines. A majority of the Committee shall constitute a
quorum. Any acts by the Committee may be taken at any meeting
at which a quorum is present and shall be by majority vote of those
members entitled to vote. Additionally, any acts reduced to
writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.
(b)
Procedure After Registration
Date .
Notwithstanding subsection (a) above, after the date of
registration of the Company’s Common Stock on a national
securities exchange or the Registration Date, the Board shall take
all action necessary to administer the Plan in accordance with the
then effective provisions of Rule 16b-3 promulgated under the
Exchange Act, provided that any amendment to the Plan required for
compliance with such provisions shall be made consistent with the
provisions of Section 13 of the Plan, and said
regulations.
(c)
Powers of the
Committee .
Subject to the provisions of the Plan, the Committee shall have the
authority: (i) to determine, upon review of relevant
information, the fair market value of the Common Stock; (ii) to
determine the exercise price of Options to be granted, the
Employees, Directors or Consultants to whom and the time or times
at which Options shall be granted, and the number of Shares to be
represented by each Option; (iii) to interpret the Plan; (iv) to
prescribe, amend and rescind rules and regulations relating to the
Plan; (v) to determine
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the terms and provisions of each
Option granted under the Plan (which need not be identical) and,
with the consent of the holder thereof, to modify or amend any
Option; (vi) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an
Option previously granted by the Committee; (vii) to accelerate or
(with the consent of the Optionee) defer an exercise date of any
Option, subject to the provisions of Section 9(a) of the Plan;
(viii) to determine whether Options granted under the Plan will be
Incentive Stock Options or Nonstatutory Stock Options; (ix) to make
all other determinations deemed necessary or advisable for the
administration of the Plan; and (x) to designate which options
granted under the Plan will be issued in reliance on Rule
701.
(d)
Effect of Committee’s
Decision . All
decisions, determinations and interpretations of the Committee
shall be final and binding on all potential or actual Optionees,
any other holder of an Option or other equity security of the
Company and all other persons.
5.
Eligibility and Option
Limitations .
(a)
Persons Eligible for
Options .
Options under the Plan may be granted only to Employees,
Non-Employee Directors or Consultants whom the Committee, in its
sole discretion, may designate from time to time. For
purposes of the foregoing sentence, “Employees,”
“Non-Employee Directors” and “Consultants”
shall include prospective Employees, prospective Non-Employee
Directors and prospective Consultants to whom Options are granted
in connection with written offers of employment or other service
relationship. Incentive Stock Options may be granted only to
Employees. Any person who is not an Employee on the effective
date of grant of an Option to such person may be granted only a
Nonstatutory Stock Option. An Employee who has been granted
an Option, if he or she is otherwise eligible, may be granted an
additional Option or Options. However, the aggregate fair
market value (determined in accordance with the provisions of
Section 8(a) of the Plan) of the Shares subject to one or more
Incentive Stock Options grants that are exercisable for the first
time by an Optionee during any calendar year (under all stock
option plans of the Company and its Parents and Subsidiaries) shall
not exceed $100,000 (determined as of the grant date).
(b)
Section 162(m) Grant
Limit . Subject
to adjustment as provided in Section 11, no Employee shall be
granted one or more Options within any fiscal year of the Company
which in the aggregate are for the purchase of more than five
hundred thousand (500,000) Shares (the “ Section 162(m)
Grant Limit ”). An Option which is canceled in the
same fiscal year of the Company in which it was granted shall
continue to be counted against the Section 162(m) Grant Limit for
such period.
(c)
No Right to Continuing
Employment .
Neither the establishment nor the operation of the Plan shall
confer upon any Optionee or any other person any right with respect
to continuation of employment or other service with the Company or
any Subsidiary, nor shall the Plan interfere in any way with the
right of the Optionee or the right of the Company (or any Parent or
Subsidiary) to terminate such employment or service at any
time.
(d)
Option
Repricing . No
Option shall be repriced without the approval of a majority of the
shares of Common Stock present or represented by proxy and voting
at a meeting
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of the stockholders of the Company
at which a quorum representing a majority of all outstanding shares
of Common Stock is present or represented by proxy.
6.
Term of Plan
. The Plan shall become
effective upon its adoption by the Board or its approval by vote of
the holders of the outstanding shares of the Company entitled to
vote on the adoption of the Plan (in accordanc
