Severance Agreement, dated as of September 7, 2010, by and between Microtune



 Exhibit 10.4 

SEVERANCE AGREEMENT 

This SEVERANCE AGREEMENT (this “Agreement”) by and between Microtune, Inc., a Delaware corporation (the
“Company”), and Robert S. Kirk (“Employee”), is made contingent upon, and effective immediately prior to, the closing (the “Closing”) of the proposed merger (the
“Merger”) of a wholly-owned subsidiary of Zoran Corporation (“Parent”) with the Company (the date of such Closing, the “Effective Date”). 

Effective immediately prior to the Closing, the parties hereby agree as follows: 

1. Revocation of Existing Agreements. All existing agreements and arrangements between the Company and Employee that provide for
or relate to the payment of cash or other benefits in the event of Employee’s termination of employment with the Company or any of its Affiliates and/or in connection with a change in control, including but not limited to the Amended and
Restated Severance and Change of Control Agreement by and between the Company and Employee dated as of March 4, 2010, are hereby revoked and superseded by this Agreement. 

2. Certain Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below. 

(a) “Affiliate” means each entity under common control with the Company and which, together with the Company, is
treated as a single employer under Section 414(b) of the Code. 
 (b) “Board” means the Board of
Directors of the Company. 
 (c) “Cause” means the occurrence of any of the following events:
(i) Employee is determined by a court of law or pursuant to arbitration to have committed a willful act of embezzlement, fraud or dishonesty which resulted in material loss, material damage or material injury to the Company; (ii) Employee
is convicted of, or pleads nolo contendere to, a felony; or (iii) the failure of Employee to resolve or otherwise cure any substantial violations of his employment duties within 30 days after the provision of a written communication from the
Company to Employee that specifically sets forth the factual basis supporting the Company’s belief that Employee has not substantially performed his duties. However, Employee shall not be deemed to have been terminated for Cause pursuant to
Section 2(c)(i) or (iii) without (A) reasonable notice to Employee setting forth the reasons for the Company’s intention to terminate for Cause and (B) an opportunity for Employee, together with his counsel, if any, to be
heard before the Board. 
 (d) “Code” means the U.S. Internal Revenue Code of 1986, as amended.

 (e) “Disability” means (i) Employee is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Employee is, by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under
an accident and health plan covering employees of the Company. 
  

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 (f) “Good Reason” means, without the consent of Employee, the
occurrence of any of the following: (i) a reduction of Employee’s then-current base salary, other than in connection with a Company-wide reduction that applies to all employees who are similarly-situated to Employee, (ii) a
requirement that Employee be based at any office or location that is more than 50 miles from Employee’s then-current primary work location (other than by reason of business-related travel by Employee that is consistent with the travel
obligations of similar employees holding similar positions with similar responsibilities) or (iii) the Company’s demotion of Employee which results in any reduction in Employee’s grade level as in effect immediately following Closing
under Parent’s organization structure. In the case of Employee’s allegation of Good Reason, (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 90 days of the occurrence of such
event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation. 

(g) “Section 409A” means Section 409A of the Code and guidance promulgated thereunder. 

(h) “Separation from Service” has the meaning set forth in Section 3. 

3. Severance Benefits. 

(a) Termination without Cause, for Good Reason or Due to Death or Disability. 

(i) If (A) the Company terminates Employee’s employment with the Company or any of its Affiliates for any reason other than
for Cause, (B) Employee terminates his employment with the Company or any of its Affiliates for Good Reason within 120 days of the initial existence of the circumstance giving rise to the Good Reason, or (C) Employee’s employment with
the Company or any of its Affiliates is terminated due to his death or Disability, in any case, prior to the date that is 12 calendar months following the Effective Date, the Company shall provide the following severance benefits to Employee
following his “separation from service,” within the meaning of Section 409A, with the Company and/or such Affiliate (“Separation from Service”), as applicable: 

(1) Within 10 business days of Employee’s Separation from Service, the Company will pay Employee a cash lump sum
payment, which payment shall be made in U.S. currency, in the amount of $509,689. 
 (2) On
the first May 15th that occurs after the date of
Employee’s Separation from Service, the Company shall pay to Employee a cash lump-sum payment in an amount equal to $40,880. 

(3) For a period of 12 months commencing one calendar day following the date upon which Employee incurs a Separation from
Service, the Company shall pay COBRA premiums for Employee and any dependents covered under the Company’s group health plan immediately prior to such Separation from Service, 

 

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provided that (A) Employee makes a timely election for COBRA continuation coverage and (B) the Company may cease making such premium payments when Employee secures other employment and becomes
eligible to participate in the health insurance plan of Employee’s new employer. Notwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating
applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that Employee would be
required to pay to continue his group health coverage in effect on the date of his Separation from Service (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether
Employee elects COBRA continuation coverage and shall commence in the month following the month in which Employee incurs a Separation from Service and shall end on the earlier of (x) the date upon which Employee obtains other employment or (y) the
last day of the 12th calendar month following the month in which Employee incurs a Separation from Service. 

(4) If Employee incurs a Separation from Service pursuant to this Section 3(a)(i) prior to the date upon which the
Company pays bonuses to participants under its 2010 Incentive Compensation Program, on the date of such payment Employee shall receive the same annual bonus that Employee would have been entitled to receive under the program if Employee had remained
employed on such date. 
 (ii) If (A) the Company terminates Employee’s employment with the Company or any of its
Affiliates for any reason other than for Cause, (B) Employee terminates his employment with the Company or any of its Affiliates for Good Reason within 120 days of the initial existence of the circumstance giving rise to the Good Reason, or (C)
Employee’s employment with the Company or any of its Affiliates is terminated due to his death or Disability, in any case, at any time during the period commencing on the date that is 12 calendar months following the Effective Date and ending
on the day immediately prior to the date that is 24 calendar months following the Effective Date, the Company shall provide the following benefits to Employee following his Separation from Service, as applicable: 

(1) Within 10 business days of Employee’s Separation from Service, the Company will pay Employee a cash lump sum
payment, which payment shall be made in U.S. currency, in the amount of $254,845. 
 (2) If Employee’s
Separation from Service occurs during the period beginning on December 15 and ending on May 15 (the “Protection Period”), the Company shall pay to Employee a cash lump-sum payment on the last day of the Protection
Period in an amount equal to $40,880. 
 (3) For a period of 6 months commencing one calendar day following the
date upon which Employee incurs a Separation from Service, the Company shall pay COBRA premiums for Employee and any dependents covered under the Company’s group health plan immediately prior to such Separation from Service, provided that
(A) Employee makes a timely election for COBRA continuation coverage and (B) the Company may cease making such premium payments when Employee 

 

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secures other employment and becomes eligible to participate in the health insurance plan of Employee’s new employer. Notwithstanding the previous sentence, if the Company determines in its
sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Employee a
taxable monthly payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue his group health coverage in effect on the date of his Separation from Service (which amount shall be based on the premium for
the first month of COBRA coverage), which payments shall be made regardless of whether Employee elects COBRA continuation coverage and shall commence in the month following the month in which Employee incurs a Separation from Service and shall end
on the earlier of (x) the date upon which Employee obtains other employment or (y) the last day of the 6th calendar month following the month in which Employee incurs a Separation from Service. 

(b) Other Terminations of Employment. In the event that Employee’s employment with the Company or any of its Affiliates
terminates for any reason other than as described in Section 3(a), Employee shall not be entitled to receive any severance benefits or other payments from the Company or any of its Affiliates other than as required by applicable law. For the
avoidance of doubt, Employee shall make no claim for any compensation pursuant to this Agreement in the event of his termination of employment with the Company or any of its Affiliates that is not expressly described in this Section 3.

 4. Compliance with Section 409A. To the extent applicable, this Agreement is intended to comply with
Section 409A and shall be administered and construed in a manner consistent with this intent. In furtherance of the foregoing, notwithstanding anything herein to the contrary, if Employee is a “specified employee” (determined by the
Company in accordance with U.S. Treasury Regulation section 1.409A-3(i)(2)) as of the date that Employee incurs a Separation from Service and if any benefit to be provided under this Agreement cannot be paid or provided in a manner otherwise
provided herein without subjecting Employee to additional tax, interest and/or penalties under Section 409A, then any such benefit that is payable during the first 6 months following Employee’s Separation from Service shall be paid to
Employee in a cash lump payment to be made on the first day of the seventh month following Employee’s Separation from Service. 

5. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the successors of the Company
(including, without limitation, the Parent). 
 6. Miscellaneous. 

(a) Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing to both parties
and shall be deemed given on the date of delivery, if delivered, or three days after mailing, if mailed first-class mail, postage prepaid, to the following addresses: 

(i) If to Employee, at the address last provided by Employee to Company. 

 

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 (ii) If to the Company, the following address, or to such other address as any party hereto
may designate by notice given as herein provided: 
 Microtune, Inc. 

2201 10th Street 

Plano, Texas 75074 

Attention: General Counsel 

(b) Withholding. All benefits that become payable pursuant to this Agreement shall be subject to withholding for applicable taxes
and as otherwise required by law. 
 (c) Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas without regard to the conflicts of law principles thereof. 
 (d)
Amendments. This Agreement shall not be changed or modified in whole or in part except by an instrument in writing signed by each party hereto. 

(e) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement. 
 (f) Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this Agreement. 
 (g) Conflicting Terms. In
the event that words or terms of this Agreement conflict with the words or terms of any other agreement or contract, including, without limitation, any stock plan, notice of grant, or restricted stock purchase agreement or option agreement entered
into in connection with the employment of Employee by the Company, the interpretation of this Agreement shall prevail. 
 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 
  

					
		 	 MICROTUNE, INC.

			
		 	 By:
	 	 /s/ James A. Fontaine



					
			
		 	  Name:
	 	James A. Fontaine


					
			
		 	  Title:
	 	Chief Executive Officer

  

					
		 	 EMPLOYEE

		
		 	 /s/ Robert S. Kirk

		 	 Robert S. Kirk



 

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