Exhibit 10.19
ZORAN CORPORATION
AMENDMENT OF
NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE
DIRECTORS
THIS AMENDMENT OF NONSTATUTORY STOCK
OPTION AGREEMENT FOR OUTSIDE DIRECTORS is made by and between Zoran
Corporation, a Delaware corporation (the “Company”),
and
(the “Optionee”).
RECITALS
WHEREAS, on
, the Company granted the Optionee an option to purchase
shares of the Company’s common stock at a price of
$ per
share (the “Option”), which was evidenced by a form of
Nonstatutory Stock Option Agreement for Outside Directors (the
“Option Agreement”);
WHEREAS, the Option Agreement
currently provides for a one year post-termination exercise period
following the Optionee’s termination of service if the
termination was due to the Optionee’s death or Disability (as
defined in the Option Agreement) and a 3 month post-termination
exercise period following the Optionee’s termination of
service for terminations due to other reasons; and
WHEREAS, the Company and the
Optionee wish to amend the Option to provide that if the Optionee
ceases to be a director due to the Optionee’s retirement, or
if, after the Optionee has continuously served on the Board for two
years, the Optionee’s service terminates because of the
Optionee’s death or disability, the Option, to the extent
unexercised and exercisable, shall be exercisable at any time prior
to the Option Expiration Date (as defined in the Option Agreement)
pursuant to the terms and conditions set forth below;
AGREEMENT
NOW, THEREFORE, the Company and the
Optionee agree as follows:
1.
Effective Date
. This Amendment is effective
as of
, 2001.
2.
Exercise Period Upon
Retirement .
Notwithstanding any provisions of the Option Agreement to the
contrary, the Option Agreement shall be amended as
follows:
a.
Section 7.1(a) is restated in its
entirety to read as follows:
“(a) Disability. If the
Optionee’s Service with the Participating Company Group is
terminated because of the Disability of the Optionee, the Option,
to the extent unexercised and exercisable on the date on which the
Optionee’s Service terminated, may be exercised by the
Optionee (or the Optionee’s guardian or legal representative)
at any time prior to the expiration of one (1) year after the date
on which the Optionee’s Service terminated, but in any event
no later than the Option Expiration Date; provided, however, that
if the Optionee has served conti
