**Exhibit10.19**

**ZORAN CORPORATIONAMENDMENT OFNONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS**

THIS AMENDMENT OF NONSTATUTORY STOCK OPTION AGREEMENTFOR OUTSIDE DIRECTORS is made by and between Zoran Corporation, a Delawarecorporation (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 StockOption Agreement for Outside Directors (the “Option Agreement”);

WHEREAS, the Option Agreement currently provides for aone year post-termination exercise period following the Optionee’s terminationof service if the termination was due to the Optionee’s death or Disability (asdefined in the Option Agreement) and a 3 month post-termination exercise periodfollowing the Optionee’s termination of service for terminations due to otherreasons; and

WHEREAS, the Company and the Optionee wish to amendthe Option to provide that if the Optionee ceases to be a director due to theOptionee’s retirement, or if, after the Optionee has continuously served on theBoard for two years, the Optionee’s service terminates because of the Optionee’sdeath or disability, the Option, to the extent unexercised and exercisable,shall be exercisable at any time prior to the Option Expiration Date (asdefined in the Option Agreement) pursuant to the terms and conditions set forthbelow;

**AGREEMENT**

NOW, THEREFORE, the Company and the Optionee agree asfollows:

**1.****                                     **EffectiveDate.  This Amendment is effective asof                 , 2001.

**2.****                                     **ExercisePeriod Upon Retirement. Notwithstanding any provisions of the Option Agreement to the contrary,the Option Agreement shall be amended as follows:

**a.****                                      **Section7.1(a) is restated in its entirety to read as follows:

“(a)**Disability.** If the Optionee’s Servicewith the Participating Company Group is terminated because of the Disability ofthe Optionee, the Option, to the extent unexercised and exercisable on the dateon 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 theexpiration of one (1) year after the date on which the Optionee’s Service terminated, but in any event nolater than the Option Expiration Date; provided, however, that if the Optioneehas served continuously on the Board for at least 2 years prior to suchtermination of Service, the Option, 

----

tothe extent unexercised and exercisable on the date on which the Optionee’sService terminated, may be exercised by the Optionee (or the Optionee’sguardian or legal representative) at any time prior to the Option ExpirationDate.”

**b.****                                      **Section7.1(b) is restated in its entirety to read as follows:

“(b)**Death.** If the Optionee’s Service withthe Participating Company Group is terminated because of the death of theOptionee, the Option, to the extent unexercised and exercisable on the date onwhich the Optionee’s Service terminated, may be exercised by the Optionee (orthe Optionee’s legal representative or other person who acquired the right toexercise the Option by reason of the Optionee’s death) at any time prior to theexpiration of one (1) year after the date on which the Optionee’s Service terminated, but in any event nolater than the Option Expiration Date; provided, however, that if the Optioneehas served continuously on the Board for at least 2 years prior to suchtermination of Service, the Option, to the extent unexercised and exercisableon the date on which the Optionee’s Service terminated, may be exercised by theOptionee (or the Optionee’s legal representative or other person who acquiredthe right to exercise the Option by reason of the Optionee’s death) at any timeprior to the Option Expiration Date. The Optionee’s Service shall be deemed tohave terminated on account of death if the Optionee dies within three (3)months after the Optionee’s termination of Service.”

**c.****                                      **Section7.1 (c) is restated in its entirety to read as follows:

“(c)**Retirement.** If the Optionee’s Servicewith the Participating Company Group is terminated because of the “Retirement”(as defined below) of the Optionee, the Option, to the extent unexercised andexercisable on the date on which the Optionee’s Service terminated, may beexercised at any time prior to the Option Expiration Date. For purposes of thisOption Agreement, “Retirement” shall mean a termination of the Optionee’sService as a result of either of the following, provided that the Optionee hasserved continuously on the Board for at least 2 years: (i) the Optionee’sresignation from the Board or (ii) the expiration of the Optionee’s term as aDirector of the Company after the Optionee has declined to stand forreelection.”

**d.****                                      **Section7.1(c) shall be redesignated as Section 7.1(d) of the Option Agreement andshall read as follows:

“(d)**Other Termination of Service.** If theOptionee’s Service with the Participating Company Group terminates for anyreason, except Disability, death or Retirement, the Option, to the extentunexercised and exercisable by the Optionee on the date on which the Optionee’sService terminated, may be exercised by the Optionee within three (3) monthsafter the date on which the Optionee’s Service terminated, but in any event nolater than the Option Expiration Date.”

2

----

**3.****                                     **Continuationof Other Terms.  Except as set forthherein, all other terms and conditions of the Option Agreement shall remain infull force and effect.

**4.****                                     **ApplicableLaw.  This Agreement shall begoverned by the laws of the State of California as such laws are applied toagreements between California residents entered into and to be performedentirely within the State of California.
|   | ZORAN CORPORATION |
|--------|-------------------|
|   |              |
|   | By:               |   |
|   |              |
|   | Title:            |   |
|   |              |
|   | OPTIONEE:         |
|   |              |
|        |                   |  |  |

 

3

----