**Exhibit 10.49**

 

 

July 15,1998

 

Mr. KarlSchneider985 Marquette LaneFoster City, CA 94404

 

DearKarl:

 

Aswe discussed, it is my pleasure to extend an offer to you to become VicePresident of Finance and Chief Financial Officer of Zoran Corporation (“Company”),effective July 23, 1998.

 

Yournew compensation package will include the following:

 
| • | $145,000  annual salary                                                         |
|--------|---------------------------------------------------------------------------------|
| • | up to  30% bonus subject to Company and personal performance and Board approval |
| • | additional 40,000 shares  of Zoran common stock                                 |

 

 

Yournew position and compensation package are subject to formal approval by Zoran’sCompensation Committee and Board of Directors.

 

Allother employment terms and conditions will remain the same as in the agreedupon offer letter from Zoran to you dated December 15, 1997.

 

Pleaseconfirm in writing your acceptance of this offer by signing in the space below.

 

Karl,I am looking forward to working with you as a partner and a member of Zoran’sexecutive staff and to jointly overcome the challenges ahead of us and tobenefit from the exciting growth opportunities of Zoran.

 

Sincerely,

 
| ZORAN CORPORATION        |   |    |   |
|--------------------------|--------|---------|--------|
|                     |   |    |   |
| /s/ Levy Gerzberg        |   |    |   |
| Levy Gerzberg            |   |    |   |
| President & CEO |   |    |   |
|                     |   |    |   |
| Agreed and Accepted:     |   |    |   |
|                     |   |    |   |
| /s/ Karl Schneider       |   | 7/15/98 |   |
| Karl Schneider           |   | Date    |   |
|                          |        |         |        |  |

 

ZORAN CORPORATION3112 SCOTT BOULEVARD •SANTA CLARA, CA 95054(408) 919-4111  •  FAX:(408) 919-4122

 

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December 15,1997

 

Mr. KarlSchneider985 Marquette LaneFoster City, CA 94404

 

DearKarl:

 

Weare pleased to extend an offer to you to become a regular, full-time, exemptemployee with ZORAN CORPORATION (the “Company”) in the capacity of CorporateController reporting to Ami Kraft, Chief Financial Officer of Zoran.

 

Asof the date you join the Company (the “Effective Date” of your employment) asCorporate Controller, your initial salary will be $108,000 per year paid on abiweekly basis at a rate of $4,153.85 per pay period.

 

Inaddition, included in this offer is a hire-on bonus of $10,000 payable in threeinstallments as follows:

 

$3,000    EffectiveDate of employment

$3,000    6 months from Effective Date of employment

$4,000    1 year from Effective Date of employment

 

Youwill be entitled to the bonus subject to staying with the Company as of thepayment dates. If your employment with the Company will come to an end for anyreason prior to the payment dates, you will not be eligible for any furtherpayment(s) related to the above schedule.

 

Asa key employee, you will be offered the opportunity to purchase 10,000 sharesof the Company’s common stock (the “Stock”) at the market price on the date thestock is granted to you by the Zoran Board of Directors. The stock will besubject to the provisions of the standard form of Incentive Stock Option Grantor Stock Purchase Agreement adopted for use by the Company and must be approvedby the Company’s Board of Directors. You will also be eligible to participatein the Company’s employee stock purchase plan.

 

Asan employee you are eligible for the standard group medical, dental and visioncoverage. The Company pays 100% for the employee premium. The employee pays anominal fee for any dependent coverage. You will begin accruing vacation as ofyour date of hire.

 

Asa condition of employment with Zoran, you shall execute, contemporaneously withthe execution of this agreement, the Proprietary Information and InventionsAgreement attached as Exhibit A and incorporated herein by this reference.

 

ZORAN CORPORATION3112 SCOTT BOULEVARD •SANTA CLARA, CA 95054(408) 919-4111  •  FAX:(408) 919-4122

 

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Ifyou terminate your employment or if you are terminated by the Company forreasons other than cause, it is mutually agreed by both parties that theterminating party will give the other party three (3) months notice.

 

However,if you should accept an offer from another company while you are in theemployment of Zoran, you explicitly agree that you will notify Zoran withintwelve (12) hours of your acceptance of the offer and the Company may terminateyour employment without the three months’ notice.

 

Youremployment with Zoran is entirely voluntary for both parties and either you orZoran may conclude the employment relationship at any time for any reason. This“at will” employment relationship can only be modified in writing by anauthorized officer of Zoran.

 

Ifyou wish to accept this offer of employment, please sign in the space providedbelow. By so signing, you acknowledge that you have received no inducement orrepresentations other than those set forth in this letter which caused you toaccept this offer of employment. Please return a signed copy to me.

 

Karl,we are one of the most technologically innovative companies in the industry andwith your excellent background and skills we feel that you will be a majorcontributor to the Company.

 

Thisacceptance of employment is valid til December 12, 1997.

 

Sincerely,

 
| ZORAN CORPORATION                                  |   |   |
|----------------------------------------------------|--------|--------|
|                                               |   |   |
|                                               |   |   |
|                                               |   |   |
| Ami Kraft                                          |   |   |
| Vice President of Finance  Chief Financial Officer |   |   |
|                                               |   |   |
|                                               |   |   |
| AGREED AND ACCEPTED                                |   |   |
|                                               |   |   |
|                                               |   |   |
| /s/ Karl Schneider                                 |   |   |
| Karl Schneider                                     |   | Date:  | JAN 9, 1998 |   |
|                                               |   |   |
| JAN 19, 1998                                       |   |   |
| Start Date                                         |   |   |

 

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