**Exhibit10.50**

 

 

July 30,2001

 

Mr. CamilloMartino6152 Mancuso StreetSan Jose, CA 95120

 

DearCamillo,

 

Weare pleased to extend an offer to you to become a regular, full-time employeewith ZORAN CORPORATION (the “Company”) in the capacity of Executive VicePresident and Chief Operating Officer reporting to the President and CEO.

 

Asof the date you join the Company in your new position (the “Effective Date” ofyour employment), your initial base salary will be $225,000.00 per year, paidon a biweekly basis at a rate of $8,653.85 per pay period.

 

Asan Executive Vice President and Chief Operating Officer, you will also beeligible to receive an Executive Bonus of up to 35% of your annual salary. Thisbonus is based on both your personal and company performance and is subject toapproval and determination of Zoran’s Board of Directors. You must be employedby the Company at the time the bonus is approved in order to receive payment;no partial payment will be made.

 

Asa key employee, you will be offered the opportunity to purchase 150,000 sharesof the Company’s common stock (the “Stock”) at the market price on the date thestock is granted to you by Zoran’s Board of Directors. The stock will besubject to the provisions of the standard form of Option Grant or StockPurchase Agreement adopted for use by the Company and must be approved by theCompany’s Board of Directors. You will also be eligible to participate in theCompany’s Employee Stock Purchase Plan.

 

In addition, you will begranted an additional 50,000 shares upon reaching certain pre-determinedmilestones. The milestones will be defined and measured by the Company’s Boardof Directors and the grant will be issued when milestones are achieved. Thestock will be subject to the provisions of the standard form of Option Grant.

 

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

 

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Onyour first date of employment you are eligible for our comprehensive groupmedical, dental, vision and life insurance coverage upon completion of thenecessary enrollment forms. The Company pays 100% of the employee premium. Theemployee pays a nominal fee for any elected dependent coverage.

 

Asa condition of employment with the Company, you shall execute, contemporaneouslywith the execution of this agreement, the Proprietary Information andInventions Agreement attached as Exhibit A and incorporated herein by thisreference.

 

Youremployment with the Company is entirely voluntary for both parties and eitheryou or the Company may conclude the employment relationship at any time for anyreason. This “at will” employment relationship can only be modified in writingby an authorized officer of the Company.

 

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.

 

Ifyou terminate your employment or if you are terminated by the Company forreasons other than for cause, it is mutually agreed by both parties that theterminating party will give the other party a three (3) months’ notice. Ifthe company terminates your employment you will be guaranteed three (3) months’salary. If you initiate the termination, the Company has the right to terminateyour employment immediately and pay the salary guarantee in lieu of notice.

 

Forthe purposes of this offer, “for cause” is defined as (i) theft,dishonesty, or falsification of any employment or Company records; (ii) intentionaland improper disclosure of the Company’s confidential or proprietaryinformation or violation of the Company’s Agreement regarding such; (iii) anyaction by you which has a material detrimental effect on the Company’sreputation or business; (iv) your failure or inability to perform anyreasonable assigned duties after written notice from the Company to you of, anda reasonable opportunity to cure, such failure or inability; (v) yourconviction (including any pleas of guilty or nolo contendre) for any criminalact which impairs your ability to perform your duties.

 

In the event the Companydecides to terminate your employment for reasons other than cause, the Companyreserves the right to release you from your employment at any time prior to theexpiration of the three (3) month notice period; it will provide you withbase compensation for the remainder of that three month period in accordancewith the Company’s normal payroll and benefits procedures. Your stock option,granted pursuant to this offer, will continue to vest until the expiration ofthe three (3) month notice period.

 

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Inthe event your employment is terminated by the Company and you choose to engagein any other form of employment with another entity prior to the end of theCompany’s three (3) month notice, you will receive compensation and youroptions will continue to vest only until the starting date of your otherengagement. In the event you choose to terminate your employment with theCompany, the Company will have the right to release you from your employment atany time prior to the expiration of the three (3) month notice and toterminate your compensation and vesting of your stock option on the last day ofyour employment.

 

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, along with theProprietary Information and Inventions Agreement attached as Exhibit A, toSherry Chapman, Director of Human Resources.

 

Camillo,we are excited to have you to join our team and we look forward to a mutuallybeneficial association.

 

Sincerely,

 
| ZORAN CORPORATION        |   |    |
|--------------------------|--------|---------|
|                     |   |    |
|                     |   |    |
| /s/ Levy Gerzberg        |   |    |
| Levy Gerzberg, Ph.D.     |   |    |
| President & CEO |   |    |
|                     |   |    |
| AGREED AND ACCEPTED:     |   |    |
|                     |   |    |
|                     |   |    |
| /s/ Camillo Martino      |   | 8-21-01 |   |
| Camillo Martino          |   | Date    |
|                     |   |    |
| 8-21-01                  |   |    |
| Start Date               |   |    |

 

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