**Exhibit10.1**

 

ZORAN CORPORATION

 

1993 STOCK OPTIONPLAN

 

(As AmendedThrough April 21, 2002)

 

 

# 1.        Purposes of the Plan.  The purposes of this Stock Option Plan areto attract and retain the best available personnel for positions of substantialresponsibility, to provide additional incentives to Employees, Non-EmployeeDirectors and Consultants of the Company and its Subsidiaries, and to promotethe success of the Company’s business. Options granted hereunder may be either Incentive Stock Options orNonstatutory Stock Options at the discretion of the Committee.

 

# 2.        Definitions.  As used herein, and in any Option grantedhereunder, the following definitions shall apply:

 

## (a)           “Board” shall mean the Boardof Directors of the Company.

 

## (b)           “Code” shall mean the InternalRevenue Code of 1986, as amended, and any applicable regulations promulgatedthereunder.

 

## (c)           “Common Stock” shall mean theCommon Stock of the Company.

 

## (d)           “Company” shall mean ZoranCorporation, a Delaware corporation.

 

## (e)           “Committee” shall mean theCommittee appointed by the Board in accordance with paragraph (a) ofSection 4 of the Plan.  If theBoard does not appoint or ceases to maintain a Committee, the term “Committee”shall refer to the Board.

 

## (f)            “Consultant” shall mean anyindependent contractor retained to perform services for the Company.

 

## (g)           “Continuous Service” shallmean the absence of any interruption or termination of service with theCompany, a successor of the Company or any Parent or Subsidiary, whether in thecapacity of an Employee, a Non-Employee Director, or a Consultant.  Continuous Service shall not be consideredinterrupted (i) during any period of sick leave, military leave or any otherleave of absence approved by the Board, (ii) in the case of transfers betweenlocations of the Company or between the Company and any Parent, Subsidiary orsuccessor of the Company, or (iii) merely as a result of a change in thecapacity in which the Optionee renders such service provided that nointerruption or termination of the Optionee’s service occurs.

 

## (h)           “Employee” shall mean anyperson, including officers (whether or not they are directors), employed by theCompany or any Subsidiary.

 

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## (i)            “Exchange Act” shall mean theSecurities Exchange Act of 1934, as amended.

 

## (j)            “Incentive Stock Option”shall mean any option granted under this Plan and any other option granted toan Employee in accordance with the provisions of Section 422 of the Code,and the regulations promulgated thereunder.

 

## (k)           “Non-Employee Director” shallmean any director of the Company or any Subsidiary who is not employed by theCompany or such Subsidiary.

 

## (l)            “Nonstatutory Stock Option”shall mean an Option granted under the Plan that is subject to the provisionsof Section 1.83-7 of the Treasury Regulations promulgated underSection 83 of the Code.

 

## (m)          “Option” shall mean a stockoption granted pursuant to the Plan.

 

## (n)           “Option Agreement” shall meana written agreement between the Company and the Optionee regarding the grantand exercise of Options to purchase Shares and the terms and conditions thereofas determined by the Committee pursuant to the Plan.

 

## (o)           “Optioned Shares” shall meanthe Common Stock subject to an Option.

 

## (p)           “Optionee” shall mean anEmployee, Non-­Employee Director or Consultant who receives an Option.

 

## (q)           “Parent” shall mean a “parentcorporation,” whether now or hereafter existing, as defined bySection 424(e) of the Code.

 

## (r)            “Plan” shall mean this 1993Stock Option Plan.

 

## (s)           “Registration Date” shall meanthe effective date of the first registration statement filed by the Companypursuant to Section 12(g) of the Exchange Act with respect to any class ofthe Company’s equity securities.

 

## (t)            “Section 162(m)” meansSection 162(m) of the Code.

 

## (u)           “Securities Act” shall meanthe Securities Act of 1933, as amended.

 

## (v)           “Share” shall mean a share ofthe Common Stock subject to an Option, as adjusted in accordance withSection 11 of the Plan.

 

## (w)          “Subsidiary” shall mean a“subsidiary corporation,” whether now or hereafter existing, as defined inSection 424(f) of the Code.

 

# 3.        Stock Subject to thePlan.  Subject to the provisions ofSection 11 of the Plan, the maximum aggregate number of Shares which may beissued under the Plan shall be five million one hundred seventy thousand (5,170,000).  If an Option expires or becomesunexercisable for any reason without having been exercised in full, the Shareswhich were subject to the Option

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but as to which the Option was not exercised shall, unless the Planshall have been terminated, become available for other Option grants under thePlan.

 

The Company intends thatas long as it is not subject to the reporting requirements of Section 13or 15(d) of the Exchange Act and is not an investment company registered orrequired to be registered under the Investment Company Act of 1940, all offersand sales of Options and Shares issuable upon exercise of any Option shall beexempt from registration under the provisions of Section 5 of the SecuritiesAct, and the Plan shall be administered in such a manner so as to preserve suchexemption.  The Company intends that thePlan shall constitute a written compensatory benefit plan within the meaning ofRule 701(b) of 17 CFR Section 230.701 promulgated by theSecurities and Exchange Commission pursuant to such Act.  The Committee shall designate which Optionsgranted under the Plan by the Company are intended to be granted in reliance onRule 701.

 

# 4.        Administration of thePlan.

 

## (a)           Procedure.  The Plan shall be administered by theBoard.  The Board may appoint one ormore Committees to administer the Plan, subject to such terms and conditions asthe Board may prescribe.  Once appointed,the Committee shall continue to serve until otherwise directed by theBoard.  From time to time, the Board mayincrease the size of the Committee and appoint additional members thereof,remove members (with or without cause) and appoint new members in substitutiontherefor, fill vacancies, however caused, and remove all members of theCommittee and, thereafter, directly administer the Plan.

 

Members of the Board orCommittee who are either eligible for Options or have been granted Options mayvote on any matters affecting the administration of the Plan or the grant ofoptions pursuant to the Plan, except that no such member shall act upon thegranting of an Option to himself, but any such member may be counted indetermining the existence of a quorum at any meeting of the Board or theCommittee during which action is taken with respect to the granting of anOption to him or her.

 

The Committee shall meetat such times and places and upon such notice as the chairpersondetermines.  A majority of the Committeeshall constitute a quorum.  Any acts bythe Committee may be taken at any meeting at which a quorum is present andshall be by majority vote of those members entitled to vote.  Additionally, any acts reduced to writing orapproved in writing by all of the members of the Committee shall be valid actsof the Committee.

 

## (b)           Procedure After Registration Date.  Notwithstanding subsection (a) above,after the date of registration of the Company’s Common Stock on a nationalsecurities exchange or the Registration Date, the Board shall take all actionnecessary to administer the Plan in accordance with the then effectiveprovisions of Rule 16b-3 promulgated under the Exchange Act, provided thatany amendment to the Plan required for compliance with such provisions shall bemade consistent with the provisions of Section 13 of the Plan, and saidregulations.

 

## (c)           Powers of the Committee.  Subject to the provisions of the Plan, theCommittee shall have the authority: (i) to determine, upon review of relevant information, the fairmarket value of the Common Stock; (ii) to determine the exercise price ofOptions to be

 

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granted, the Employees, Directors or Consultants to whom and the timeor times at which Options shall be granted, and the number of Shares to berepresented by each Option; (iii) to interpret the Plan; (iv) toprescribe, amend and rescind rules and regulations relating to the Plan;(v) to determine the terms and provisions of each Option granted under thePlan (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 onbehalf of the Company any instrument required to effectuate the grant of anOption previously granted by the Committee; (vii) to accelerate or (withthe consent of the Optionee) defer an exercise date of any Option, subject tothe provisions of Section 9(a) of the Plan; (viii) to determinewhether Options granted under the Plan will be Incentive Stock Options orNonstatutory Stock Options; (ix) to make all other determinations deemednecessary or advisable for the administration of the Plan; and (x) todesignate which options granted under the Plan will be issued in reliance onRule 701.

 

## (d)           Effect of Committee’s Decision.  All decisions, determinations andinterpretations of the Committee shall be final and binding on all potential oractual Optionees, any other holder of an Option or other equity security of theCompany and all other persons.

 

# 5.        Eligibility and OptionLimitations.

 

## (a)           Persons Eligible for Options.  Options under the Plan may be granted onlyto Employees, Non-Employee Directors or Consultants whom the Committee, in itssole 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 Optionsare granted in connection with written offers of employment or other servicerelationship.  Incentive Stock Optionsmay be granted only to Employees.  Anyperson who is not an Employee on the effective date of grant of an Option tosuch 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 orOptions.  However, the aggregate fairmarket value (determined in accordance with the provisions of Section 8(a)of the Plan) of the Shares subject to one or more Incentive Stock Optionsgrants that are exercisable for the first time by an Optionee during anycalendar year (under all stock option plans of the Company and its Parents andSubsidiaries) shall not exceed $100,000 (determined as of the grant date).

 

## (b)           Section 162(m) Grant Limit.  Subject to adjustment as provided in Section11, no Employee shall be granted one or more Options within any fiscal year ofthe Company which in the aggregate are for the purchase of more than fivehundred thousand (500,000) Shares (the “Section 162(m) Grant Limit”).  An Option which is canceled in the samefiscal year of the Company in which it was granted shall continue to be countedagainst the Section 162(m) Grant Limit for such period.

 

## (c)           No Right to Continuing Employment.  Neither the establishment nor the operationof the Plan shall confer upon any Optionee or any other person any right withrespect to continuation of employment or other service with the Company or anySubsidiary, nor shall the Plan interfere in any way with the right of theOptionee or the right of the Company (or any Parent or Subsidiary) to terminatesuch employment or service at any time.

 

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## (d)           Option Repricing.  No Option shall be repriced without theapproval of a majority of the shares of Common Stock present or represented byproxy and voting at a meeting of the stockholders of the Company at which aquorum representing a majority of all outstanding shares of Common Stock ispresent or represented by proxy.

 

# 6.        Term of Plan.  The Plan shall become effective upon itsadoption by the Board or its approval by vote of the holders of the outstandingshares of the Company entitled to vote on the adoption of the Plan (inaccordance with the provisions of Section 18 hereof), whichever is earlier.  It shall continue in effect for a term often (10) years unless sooner terminated under Section 13 of the Plan.

 

# 7.        Term of Option.  Unless the Committee determines otherwise,the term of each Option granted under the Plan shall be ten (10) years from thedate of grant.  The term of the Optionshall be set forth in the Option Agreement. No Incentive Stock Option shall be exercisable after the expiration often (10) years from the date such Option is granted, and no Incentive StockOption granted to any Employee who, at the date such Option is granted, owns(within the meaning of Section 424(d) of the Code) more than ten percent(10%) of the total combined voting power of all classes of stock of the Companyor any Parent or subsidiary shall be exercisable after the expiration of five(5) years from the date such Option is granted.

 

# 8.        Option Price andConsideration.

 

## (a)           Option Price.  Except as provided in subsection (b)below, the option price for the Shares to be issued pursuant to any Optionshall be such price as is determined by the Committee, which shall in no eventbe less than: (i) in the case of Incentive Stock Options, the fair marketvalue of such Shares on the date the Option is granted; or (ii) in thecase of Nonstatutory Stock Options, 85% of such fair market value.  Fair market value of the Common Stock shallbe determined by the Committee, using such criteria as it deems relevant;provided, however, that if there is a public market for the Common Stock, thefair market value per Share shall be the average of the last reported bid andasked prices of the Common Stock on the date of grant, as reported in TheWall Street Journal (or, if not so reported, as otherwise reported by theNASDAQ System) or, in the event the Common Stock is listed on a nationalsecurities exchange (within the meaning of Section 6 of the Exchange Act)or on the NASDAQ National Market System (or any successor national marketsystem), the fair market value per Share shall be the closing price on suchexchange on the date of grant of the Option, as reported in The Wall StreetJournal.

 

## (b)           Ten Percent Shareholders.  No Option shall be granted to any Employeewho, at the date such Option is granted, owns (within the meaning ofSection 424(d) of the Code) more than ten percent (10%) of the totalcombined voting power of all classes of stock of the Company or any Parent orSubsidiary, unless the option price for the Shares to be issued pursuant tosuch Option is at least equal to 110% of the fair market value of such Shareson the grant date determined by the Committee in the manner set forth insubsection (a) above.

 

## (c)           Consideration.  The consideration to be paid for theOptioned Shares shall be payment in cash or by check unless payment in someother manner, including other shares of the Company’s Common Stock or suchother consideration and method of payment for the

 

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issuance of Optioned Shares as may be permitted under Section 152of the Delaware General Corporation Law, is authorized by the Committee at thetime of the grant of the Option.  Anycash or other property received by the Company from the sale of Shares pursuantto the Plan shall constitute part of the general assets of the Company.

 

# 9.        Exercise of Option.

 

## (a)           Vesting Period.  Any Option granted hereunder shall beexercisable at such times and under such conditions as determined by theCommittee and as shall be permissible under the terms of the Plan, which shallbe specified in the Option Agreement evidencing the Option.  Unless the Committee specifically determinesotherwise at the time of the grant of the option, each Option shall vest andbecome exercisable, cumulatively, in four substantially equal installments oneach of the first four anniversaries of the date of the grant of the option,subject to the Optionee’s Continuous Service. However, no Option granted to a prospective Employee, prospectiveNon-Employee Director or prospective Consultant may become exercisable prior tothe date on which such person commences service.

 

## (b)           Exercise Procedures.  An Option shall be deemed to be exercisedwhen written notice of such exercise has been given to the Company inaccordance with the terms of the Option by the person entitled to exercise theOption, and full payment for the Shares with respect to which the Option isexercised has been received by the Company. An Option may not be exercised for fractional shares or for less thanten (10) Shares.  As soon as practicablefollowing the exercise of an Option in the manner set forth above, the Companyshall issue or cause its transfer agent to issue stock certificatesrepresenting the Shares purchased. Until the issuance of such stock certificates (as evidenced by theappropriate entry on the books of the Company or of a duly authorized transferagent of the Company), no right to vote or receive dividends or any otherrights as a stockholder shall exist with respect to the Optioned Sharesnotwithstanding the exercise of the Option. No adjustment will be made for a dividend or other rights for which therecord date is prior to the date of the transfer by the Optionee of theconsideration for the purchase of the Shares, except as provided inSection 11 of the Plan.  After theRegistration Date, the exercise of an Option by any person subject to short-swingtrading liability under Section 16(b) of the Exchange Act shall be subjectto compliance with all applicable requirements of Rule 16b-3(d) or (e)promulgated under the Exchange Act.

 

## (c)           Death of Optionee.  In the event of the death during the Optionperiod of an Optionee who is at the time of his death, or was within the ninety(90) day period immediately prior thereto, an Employee, Non-Employee Directoror Consultant, and who was in Continuous Service from the date of the grant ofthe Option until the date of death or termination, the Option may be exercised,at any time within one (1) year following the date of death, by theOptionee’s estate or by a person who acquired the right to exercise the Optionby bequest or inheritance, but only to the extent of the accrued right toexercise at the time of the termination or death, whichever comes first.

 

## (d)           Disability of Optionee.  In the event of the permanent and totaldisability during the Option period of an optionee who is at the time of suchdisability, or was within the ninety (90) day period prior thereto, anEmployee, Non-Employee Director or Consultant, and who was in ContinuousService from the date of the grant of the Option until the date of

 

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disability or termination, the Option may be exercised at any timewithin one (1) year following the date of disability, but only to the extent ofthe accrued right to exercise at the time of the termination or disability,whichever comes first, subject to the condition that no option shall beexercised after the expiration of the Option period.

 

## (e)           Other Termination of ContinuousService.  If the Continuous Serviceof an Optionee shall cease for any reason other than permanent and totaldisability or death, he or she may, but only within ninety (90) days (or suchother period of time as is determined by the Committee) after the date his orher Continuous Service ceases, exercise his or her Option to the extent that heor she was entitled to exercise it at the date of such termination ofContinuous Service, subject to the condition that no Option shall beexercisable after the expiration of the Option period.

 

## (f)            Exercise of Option With StockAfter Registration Date.  After theRegistration Date, the Committee may permit an Optionee to exercise an Optionby delivering shares of the Company’s Common Stock.  If the Optionee is so permitted, the option agreement coveringsuch Option may include provisions authorizing the Optionee to exercise theOption, in whole or in part, by: (i) delivering whole shares of theCompany’s Common Stock previously owned by such Optionee (whether or notacquired through the prior exercise of a stock option) having a fair marketvalue equal to the aggregate option price for the Optioned Shares issuable onexercise of the Option; and/or (ii) directing the Company to withhold fromthe Shares that would otherwise be issued upon exercise of the Option thatnumber of whole Shares having a fair market value equal to the aggregate optionprice for the Optioned Shares issuable on exercise of the Option.  Shares of the Company’s Common Stock sodelivered or withheld shall be valued at their fair market value at the closeof the last business day immediately preceding the date of exercise of theOption, as determined by the Committee, in accordance with the provisions ofSection 8(a) of the Plan.  Any balanceof the exercise price shall be paid in cash. Any shares delivered or withheld in accordance with this provision shallnot again become available for purposes of the Plan and for Optionssubsequently granted thereunder.

 

## (g)           Tax Withholding.  After the Registration Date, when anOptionee is required to pay to the Company an amount with respect to taxwithholding obligations in connection with the exercise of an option grantedunder the Plan, the optionee may elect prior to the date the amount of suchwithholding tax is determined (the “Tax Date”) to make such payment, or suchincreased payment as the Optionee elects to make up to the maximum federal,state and local marginal tax rates, including any related FICA obligation,applicable to the Optionee and the particular transaction, by:(i) delivering cash; (ii) delivering part or all of the payment inpreviously owned shares of Common Stock (whether or not acquired through theprior exercise of an Option); and/or (iii) irrevocably directing theCompany to withhold from the Shares that would otherwise be issued uponexercise of the Option that number of whole Shares having a fair market value equalto the amount of tax required or elected to be withheld (a “WithholdingElection”).  If an Optionee’s Tax Dateis deferred beyond the date of exercise and the Optionee makes a WithholdingElection, the Optionee will initially receive the full amount of OptionedShares otherwise issuable upon exercise of the option, but will beunconditionally obligated to surrender to the Company on the Tax Date thenumber of Shares necessary to satisfy his or her minimum withholdingrequirements, or such higher payment as he or she may have elected to make,with adjustments to be made in cash after the Tax Date.

 

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Any withholding ofOptioned Shares with respect to taxes arising in connection with the exerciseof an Option by any person subject to short-swing trading liability underSection 16(b) of the Exchange Act shall satisfy the following conditions:

 

### (i)            An advance election to withholdOptioned Shares in settlement of a tax liability must satisfy the requirementsof Rule 16b-3(d)(1)(i), regarding participant-directed transactions;

 

### (ii)           Absent such an election, thewithholding of Optioned Shares to settle a tax liability may occur only duringthe quarterly window period described in Rule 16b-3(e);

 

### (iii)          Absent an advance election or window­-periodwithholding, the Optionee may deliver shares of Common Stock owned prior to theexercise of an Option to settle a tax liability arising upon exercise of theOption, in accordance with Rule 16b-3(f); or

 

### (iv)          The delivery of previously acquiredshares of Common Stock (but not the withholding of newly acquired Shares) willbe allowed where an election under Section 83(b) of the Code acceleratesthe Tax Date to a day that occurs less than six (6) months after the advanceelection and is not within the quarterly window period described inRule 16b-3(e).

 

Any adverse consequencesincurred by an Optionee with respect to the use of shares of Common Stock topay any part of the option Price or of any tax in connection with the exerciseof an option, including without limitation any adverse tax consequences arisingas a result of a disqualifying disposition within the meaning ofSection 422 of the Code, shall be the sole responsibility of the Optionee.  Shares withheld in accordance with thisprovision shall not again become available for purposes of the Plan and forOptions subsequently granted thereunder.

 

# 10.       Non-Transferability ofOptions.  An Option may not be sold,pledged, assigned, hypothecated, transferred or disposed of in any manner otherthan by will or by the laws of descent and distribution and may be exercised,during the lifetime of the Optionee, only by the Optionee.

 

# 11.       Adjustments Upon Changesin Capitalization.  Subject to anyrequired action by the shareholders of the Company, the number of sharessubject to the Plan, the Section 162(m) Grant Limit set forth in Section 5(b),the number of Optioned Shares covered by each outstanding Option, and the pershare exercise price of each such Option, shall be proportionately adjusted forany increase or decrease in the number of issued shares of Common Stockresulting from a stock split, reverse stock split, recapitalization,combination, reclassification, the payment of a stock dividend on the CommonStock or any other increase or decrease in the number of such shares of CommonStock effected without receipt of consideration by the Company; provided,however, that conversion of any convertible securities of the Company shall notbe deemed to have been “effected without receipt of consideration.”  Such adjustment shall be made by the Board,whose determination in that respect shall be final, binding andconclusive.  Except as expresslyprovided herein, no issue by the Company of shares

 

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of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of shares of Common Stock subject to anOption.

 

The Committee may, if itso determines in the exercise of its sole discretion, also make provision foradjusting the number or class of securities covered by any Option, as well asthe price to be paid therefor, in the event that the Company effects one ormore reorganizations, recapitalizations, rights offerings, or other increasesor reductions of shares of its outstanding Common Stock, and in the event ofthe Company being consolidated with or merged into any other corporation.

 

Unless otherwisedetermined by the Board, upon the dissolution or liquidation of the Company theOptions granted under the Plan shall terminate and thereupon become null andvoid.

 

Upon any merger orconsolidation, if the Company is not the surviving corporation, the Optionsgranted under the Plan shall either be assumed by the new entity or shallterminate in accordance with the provisions of the preceding paragraph.

 

# 12.       Time of Granting Options.  Unless otherwise specified by the Committee,the date of grant of an Option under the Plan shall be the date on which theCommittee makes the determination granting such Option.  Notice of the determination shall be givento each Optionee to whom an Option is so granted within a reasonable time afterthe date of such grant.

 

# 13.       Amendment and Terminationof the Plan.  The Board may amend orterminate the Plan from time to time in such respects as the Board may deemadvisable, except that, without approval of the shareholders of the Company, nosuch revision or amendment shall change the number of Shares subject to thePlan or change the designation of the class of employees eligible to receiveOptions.  Any such amendment ortermination of the Plan shall not affect Options already granted, and suchOptions shall remain in full force and effect as if the Plan had not beenamended or terminated.

 

# 14.       Conditions Upon Issuanceof Shares.  Shares shall not beissued with respect to an Option unless the exercise of such Option and theissuance and delivery of such Shares pursuant thereto shall comply with allrelevant provisions of law, including, without limitation, the Securities Act,the Exchange Act, the rules and regulations promulgated thereunder, and therequirements of any stock exchange upon which the Shares may then be listed,and shall be further subject to the approval of counsel for the Company withrespect to such compliance.  As acondition to the exercise of an Option, the Company may require the personexercising such Option to represent and warrant at the time of any suchexercise that the Shares are being purchased only for investment and withoutany present intention to sell or distribute such Shares if, in the opinion ofcounsel for the Company, such a representation is required by any of theaforementioned relevant provisions of law.

 

# 15.       Reservation of Shares.  During the term of this Plan the Companywill at all times reserve and keep available the number of Shares as shall besufficient to satisfy the requirements of the Plan.  Inability of the Company to obtain from any regulatory bodyhaving jurisdiction and

 

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authority deemed by the Company’s counsel to be necessary to the lawfulissuance and sale of any Shares hereunder shall relieve the Company of anyliability in respect of the nonissuance or sale of such Shares as to which suchrequisite authority shall not have been obtained.

 

# 16.       Information to Optionee.  During the term of any option granted underthe Plan, the Company shall provide or otherwise make available to eachOptionee a copy of its financial statements at least annually.

 

# 17.       Option Agreement.  Options granted under the Plan shall beevidenced by Option Agreements.

 

# 18.       Shareholder Approval.  The Plan shall be subject to approval by theshareholders of the Company within twelve (12) months before or after the Planis adopted. Any option granted before shareholder approval is obtained and anyexercise of such option must be rescinded if such shareholder approval is notobtained within twelve (12) months after the Plan is adopted.  Shares issued upon the exercise of suchoptions shall not be counted in determining whether such approval isobtained.  Shareholder approval of thePlan and any amendments thereto requiring shareholder approval shall be by theaffirmative vote of the holders of a majority of the capital stock of theCompany present or represented and entitled to vote at a duly held meeting orby the written consent of the holders of a majority of the outstanding capitalstock of the Company entitled to vote.

 

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