**Exhibit10.17**

**ZORANCORPORATION**

**1993STOCK OPTION PLAN**

**(AsAmended Through April 21, 2002)**

**1.****                                      Purposesof the Plan**.  The purposes ofthis Stock Option Plan are to attract and retain the best available personnelfor positions of substantial responsibility, to provide additional incentivesto Employees, Non-Employee Directors and Consultants of the Company and itsSubsidiaries, and to promote the success of the Company’s business.  Options granted hereunder may be eitherIncentive Stock Options or Nonstatutory Stock Options at the discretion of theCommittee.

**2.****                                      Definitions**.  As used herein, and in any Option granted hereunder,the following definitions shall apply:

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

(b)                                 “Code”shall mean the Internal Revenue Code of 1986, as amended, and any applicableregulations promulgated thereunder.

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

(d)                                 “Company”shall mean Zoran Corporation, a Delaware corporation.

(e)                                  “Committee”shall mean the Committee appointed by the Board in accordance with paragraph(a) of Section 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 any independent contractor retained to perform services for theCompany.

(g)                                 “ContinuousService” shall mean the absence of any interruption or termination ofservice with the Company, a successor of the Company or any Parent orSubsidiary, whether in the capacity of an Employee, a Non-Employee Director, ora Consultant.  Continuous Service shallnot be considered interrupted (i) during any period of sick leave, militaryleave or any other leave of absence approved by the Board, (ii) in the case oftransfers between locations of the Company or between the Company and anyParent, Subsidiary or successor of the Company, or (iii) merely as a result ofa change in the capacity in which the Optionee renders such service providedthat no interruption or termination of the Optionee’s service occurs.

(h)                                 “Employee”shall mean any person, including officers (whether or not they are directors),employed by the Company or any Subsidiary.

(i)                                     “ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended.

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(j)                                     “IncentiveStock Option” shall mean any option granted under this Plan and any otheroption granted to an Employee in accordance with the provisions of Section 422of the Code, and the regulations promulgated thereunder.

(k)                                  “Non-EmployeeDirector” shall mean any director of the Company or any Subsidiary who isnot employed by the Company or such Subsidiary.

(l)                                     “NonstatutoryStock Option” shall mean an Option granted under the Plan that is subjectto the provisions of Section 1.83-7 of the Treasury Regulations promulgatedunder Section 83 of the Code.

(m)                               “Option”shall mean a stock option granted pursuant to the Plan.

(n)                                 “OptionAgreement” shall mean a written agreement between the Company and theOptionee regarding the grant and exercise of Options to purchase Shares and theterms and conditions thereof as determined by the Committee pursuant to thePlan.

(o)                                 “OptionedShares” shall mean the Common Stock subject to an Option.

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

(q)                                 “Parent”shall mean a “parent corporation,” whether now or hereafter existing, asdefined by Section 424(e) of the Code.

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

(s)                                  “RegistrationDate” shall mean the effective date of the first registration statementfiled by the Company pursuant to Section 12(g) of the Exchange Act with respectto any class of the Company’s equity securities.

(t)                                    “Section162(m)” means Section 162(m) of the Code.

(u)                                 “SecuritiesAct” shall mean the Securities Act of 1933, as amended.

(v)                                 “Share”shall mean a share of the Common Stock subject to an Option, as adjusted inaccordance with Section 11 of the Plan.

(w)                               “Subsidiary”shall mean a “subsidiary corporation,” whether now or hereafter existing, asdefined in Section 424(f) of the Code.

**3.****                                      StockSubject to the Plan**.  Subject tothe provisions of Section 11 of the Plan, the maximum aggregate number of Shareswhich may be issued under the Plan shall be five million one hundred seventythousand (5,170,000).  If an Option expiresor becomes unexercisable for any reason without having been exercised in full,the Shares which were subject to the Option but as to which the Option was notexercised shall, unless the Plan shall have been terminated, become availablefor other Option grants under the Plan.

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The Company intends thatas long as it is not subject to the reporting requirements of Section 13 or15(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 the Securities andExchange Commission pursuant to such Act. The Committee shall designate which Options granted under the Plan bythe Company are intended to be granted in reliance on Rule 701.

**4.****                                      Administrationof the Plan**.

(a)                                  **Procedure**.  The Plan shall be administered by the Board.  The Board may appoint one or more Committeesto administer the Plan, subject to such terms and conditions as the Board mayprescribe.  Once appointed, the Committeeshall continue to serve until otherwise directed by the Board.  From time to time, the Board may increase thesize of the Committee and appoint additional members thereof, remove members(with or without cause) and appoint new members in substitution therefor, fillvacancies, however caused, and remove all members of the Committee 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 chairperson determines.  A majority of the Committee shall constitutea quorum.  Any acts by the Committee maybe taken at any meeting at which a quorum is present and shall be by majorityvote of those members entitled to vote.  Additionally,any acts reduced to writing or approved in writing by all of the members of theCommittee shall be valid acts of the Committee.

(b)                                 **Procedure After Registration Date**.  Notwithstanding subsection (a) above, afterthe date of registration of the Company’s Common Stock on a national securitiesexchange or the Registration Date, the Board shall take all action necessary toadminister the Plan in accordance with the then effective provisions of Rule16b-3 promulgated under the Exchange Act, provided that any amendment to thePlan required for compliance with such provisions shall be made consistent withthe provisions of Section 13 of the Plan, and said regulations.

(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 fair market value of theCommon Stock; (ii) to determine the exercise price of Options to be granted,the Employees, Directors or Consultants to whom and the time or times at whichOptions shall be granted, and the number of Shares to be represented by eachOption; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rulesand regulations relating to the Plan; (v) to determine 

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the terms and provisions of each Option granted underthe Plan (which need not be identical) and, with the consent of the holderthereof, to modify or amend any Option; (vi) to authorize any person to executeon behalf of the Company any instrument required to effectuate the grant of anOption previously granted by the Committee; (vii) to accelerate or (with theconsent of the Optionee) defer an exercise date of any Option, subject to theprovisions of Section 9(a) of the Plan; (viii) to determine whether Optionsgranted under the Plan will be Incentive Stock Options or Nonstatutory StockOptions; (ix) to make all other determinations deemed necessary or advisablefor the administration of the Plan; and (x) to designate which options grantedunder the Plan will be issued in reliance on Rule 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.****                                      Eligibilityand Option Limitations**.

(a)                                  **Persons Eligible for Options**.  Options under the Plan may be granted only toEmployees, 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) ofthe Plan) of the Shares subject to one or more Incentive Stock Options grantsthat are exercisable for the first time by an Optionee during any calendar year(under all stock option plans of the Company and its Parents and Subsidiaries)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.

(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 

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of the stockholders of the Company at which a quorumrepresenting a majority of all outstanding shares of Common Stock is present orrepresented by proxy.

**6.****                                      Termof Plan**.  The Plan shall becomeeffective upon its adoption by the Board or its approval by vote of the holdersof the outstanding shares of the Company entitled to vote on the adoption ofthe Plan (in accordance with the provisions of Section 18 hereof), whichever isearlier.  It shall continue in effect fora term of ten (10) years unless sooner terminated under Section 13 of the Plan.

**7.****                                      Termof Option**.  Unless the Committeedetermines otherwise, the term of each Option granted under the Plan shall beten (10) years from the date of grant.  Theterm of the Option shall be set forth in the Option Agreement.  No Incentive Stock Option shall beexercisable after the expiration of ten (10) years from the date such Option isgranted, and no Incentive Stock Option granted to any Employee who, at the datesuch 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 classesof stock of the Company or any Parent or subsidiary shall be exercisable afterthe expiration of five (5) years from the date such Option is granted.

**8.****                                      OptionPrice and Consideration**.

(a)                                  **Option Price**.  Except as provided in subsection (b) below,the option price for the Shares to be issued pursuant to any Option shall besuch price as is determined by the Committee, which shall in no event be lessthan:  (i) in the case of Incentive StockOptions, the fair market value of such Shares on the date the Option isgranted; or (ii) in the case of Nonstatutory Stock Options, 85% of such fairmarket value.  Fair market value of theCommon Stock shall be determined by the Committee, using such criteria as itdeems relevant; provided, however, that if there is a public market for theCommon Stock, the fair market value per Share shall be the average of the lastreported bid and asked prices of the Common Stock on the date of grant, asreported in The Wall Street Journal (or, if not so reported, asotherwise reported by the NASDAQ System) or, in the event the Common Stock islisted on a national securities exchange (within the meaning of Section 6 ofthe Exchange Act) or on the NASDAQ National Market System (or any successornational market system), the fair market value per Share shall be the closingprice on such exchange on the date of grant of the Option, as reported in TheWall Street Journal.

(b)                                 **Ten Percent Shareholders**.  No Option shall be granted to any Employeewho, at the date such Option is granted, owns (within the meaning of Section424(d) of the Code) more than ten percent (10%) of the total combined votingpower of all classes of stock of the Company or any Parent or Subsidiary,unless the option price for the Shares to be issued pursuant to such Option isat least equal to 110% of the fair market value of such Shares on the grantdate determined by the Committee in the manner set forth in subsection (a)above.

(c)                                  **Consideration**.  The consideration to be paid for the OptionedShares shall be payment in cash or by check unless payment in some other manner,including other shares of the Company’s Common Stock or such otherconsideration and method of payment for the issuance of Optioned Shares as maybe permitted under Section 152 of the Delaware General Corporation Law, isauthorized by the Committee at the time of the grant of the Option.  Any cash or other 

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property received by the Company from the sale ofShares pursuant to the Plan shall constitute part of the general assets of theCompany.

**9.****                                      Exerciseof Option**.

(a)                                  **Voting 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, subjectto the Optionee’s Continuous Service.  However,no Option granted to a prospective Employee, prospective Non-Employee Directoror prospective Consultant may become exercisable prior to the date on whichsuch 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.  Untilthe issuance of such stock certificates (as evidenced by the appropriate entryon the books of the Company or of a duly authorized transfer agent of theCompany), no right to vote or receive dividends or any other rights as astockholder shall exist with respect to the Optioned Shares notwithstanding theexercise of the Option.  No adjustmentwill be made for a dividend or other rights for which the record date is priorto the date of the transfer by the Optionee of the consideration for thepurchase of the Shares, except as provided in Section 11 of the Plan.  After the Registration Date, the exercise ofan Option by any person subject to short-swing trading liability under Section16(b) of the Exchange Act shall be subject to compliance with all applicablerequirements 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 the Optionee’sestate or by a person who acquired the right to exercise the Option by bequestor inheritance, but only to the extent of the accrued right to exercise at thetime 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 disabilityor termination, the Option may be exercised at any time within one (1) yearfollowing the date of disability, but only to the extent of the accrued rightto exercise at the time of the termination or 

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disability, whichever comes first, subject to thecondition that no option shall be exercised after the expiration of the Optionperiod.

(e)                                  **Other Termination of Continuous Service**.  If the Continuous Service of an Optioneeshall cease for any reason other than permanent and total disability or death,he or she may, but only within ninety (90) days (or such other period of timeas is determined by the Committee) after the date his or her Continuous Serviceceases, exercise his or her Option to the extent that he or she was entitled toexercise it at the date of such termination of Continuous Service, subject tothe condition that no Option shall be exercisable after the expiration of theOption period.

(f)                                    **Exercise of Option With Stock After RegistrationDate**.  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 optionagreement covering such Option may include provisions authorizing the Optioneeto exercise the Option, in whole or in part, by:  (i) delivering whole shares of the Company’sCommon Stock previously owned by such Optionee (whether or not acquired throughthe prior exercise of a stock option) having a fair market value equal to theaggregate option price for the Optioned Shares issuable on exercise of theOption; and/or (ii) directing the Company to withhold from the Shares thatwould otherwise be issued upon exercise of the Option that number of wholeShares having a fair market value equal to the aggregate option price for theOptioned 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 balance ofthe 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 Options subsequentlygranted thereunder.

(g)                                 **Tax Withholding**.  After the Registration Date, when an Optioneeis required to pay to the Company an amount with respect to tax withholdingobligations in connection with the exercise of an option granted under thePlan, the optionee may elect prior to the date the amount of such withholdingtax is determined (the “Tax Date”) to make such payment, or such increasedpayment as the Optionee elects to make up to the maximum federal, state andlocal marginal tax rates, including any related FICA obligation, applicable tothe Optionee and the particular transaction, by:  (i) delivering cash; (ii) delivering part orall of the payment in previously owned shares of Common Stock (whether or notacquired through the prior exercise of an Option); and/or (iii) irrevocablydirecting the Company to withhold from the Shares that would otherwise beissued upon exercise of the Option that number of whole Shares having a fairmarket value equal to the amount of tax required or elected to be withheld (a “WithholdingElection”).  If an Optionee’s Tax Date isdeferred 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)                                     Anadvance election to withhold Optioned Shares in settlement of a tax liabilitymust satisfy the requirements of Rule 16b-3(d)(1)(i), regardingparticipant-directed transactions;

(ii)                                  Absentsuch an election, the withholding of Optioned Shares to settle a tax liabilitymay occur only during the quarterly window period described in Rule 16b-3(e);

(iii)                               Absentan advance election or window-period withholding, the Optionee may delivershares of Common Stock owned prior to the exercise of an Option to settle a taxliability arising upon exercise of the Option, in accordance with Rule16b-3(f); or

(iv)                              Thedelivery of previously acquired shares of Common Stock (but not the withholdingof newly acquired Shares) will be allowed where an election under Section 83(b)of the Code accelerates the Tax Date to a day that occurs less than six (6)months after the advance election and is not within the quarterly window perioddescribed in Rule 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 of Section 422 ofthe 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-Transferabilityof Options**.  An Option may not besold, pledged, assigned, hypothecated, transferred or disposed of in any mannerother than by will or by the laws of descent and distribution and may beexercised, during the lifetime of the Optionee, only by the Optionee.

**11.****                               AdjustmentsUpon Changes in Capitalization**.  Subjectto any required 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 and conclusive.  Except as expressly provided herein, no issueby the Company of shares of stock of any class, or securities convertible intoshares of stock of any class, shall affect, and no adjustment by reason thereof

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shall be made with respect to, the number or price ofshares of Common Stock subject to an Option.

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 as theprice to be paid therefor, in the event that the Company effects one or morereorganizations, recapitalizations, rights offerings, or other increases orreductions of shares of its outstanding Common Stock, and in the event of theCompany 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.****                               Timeof Granting Options**.  Unlessotherwise specified by the Committee, the date of grant of an Option under thePlan shall be the date on which the Committee makes the determination grantingsuch Option.  Notice of the determinationshall be given to each Optionee to whom an Option is so granted within areasonable time after the date of such grant.

**13.****                               Amendmentand Termination of the Plan**.  TheBoard may amend or terminate the Plan from time to time in such respects as theBoard may deem advisable, except that, without approval of the shareholders ofthe Company, no such revision or amendment shall change the number of Sharessubject to the Plan or change the designation of the class of employees eligibleto receive Options.  Any such amendmentor termination 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.****                               ConditionsUpon Issuance of Shares**.  Sharesshall not be issued with respect to an Option unless the exercise of such Optionand the issuance and delivery of such Shares pursuant thereto shall comply withall relevant provisions of law, including, without limitation, the SecuritiesAct, the Exchange Act, the rules and regulations promulgated thereunder, andthe requirements of any stock exchange upon which the Shares may then belisted, and shall be further subject to the approval of counsel for the Companywith respect 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 of counselfor the Company, such a representation is required by any of the aforementionedrelevant provisions of law.

**15.****                               Reservationof Shares**.  During the term ofthis Plan the Company will at all times reserve and keep available the numberof Shares as shall be sufficient to satisfy the requirements of the Plan.  Inability of the Company to obtain from anyregulatory body having jurisdiction and authority deemed by the Company’scounsel to be necessary to the lawful issuance and sale of 

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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.****                               Informationto Optionee**.  During the term ofany option granted under the Plan, the Company shall provide or otherwise makeavailable to each Optionee a copy of its financial statements at leastannually.

**17.****                               OptionAgreement**.  Options granted underthe Plan shall be evidenced by Option Agreements.

**18.****                               ShareholderApproval**.  The Plan shall besubject to approval by the shareholders of the Company within twelve (12)months before or after the Plan is adopted. Any option granted before shareholder approval is obtained and any exerciseof such option must be rescinded if such shareholder approval is not obtainedwithin twelve (12) months after the Plan is adopted.  Shares issued upon the exercise of such optionsshall not be counted in determining whether such approval is obtained.  Shareholder approval of the Plan and anyamendments thereto requiring shareholder approval shall be by the affirmativevote of the holders of a majority of the capital stock of the Company presentor represented and entitled to vote at a duly held meeting or by the writtenconsent of the holders of a majority of the outstanding capital stock of theCompany entitled to vote.

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