Zoran Corporation 2005 Equity Incentive Plan , as amended



 Exhibit 10.11 
 Zoran Corporation 
 2005 Equity Incentive Plan 







 TABLE OF CONTENTS 
  

							
	 	 	 	  	 	  	Page
			
	 1.
	 	 Establishment, Purpose and Term of Plan
	  	1
				
		 	 1.1
	  	 Establishment
	  	1
		 	 1.2
	  	 Purpose
	  	1
		 	 1.3
	  	 Term of Plan
	  	1
			
	 2.
	 	 Definitions and Construction
	  	1
				
		 	 2.1
	  	 Definitions
	  	1
		 	 2.2
	  	 Construction
	  	7
			
	 3.
	 	 Administration
	  	7
				
		 	 3.1
	  	 Administration by the Committee
	  	7
		 	 3.2
	  	 Authority of Officers
	  	7
		 	 3.3
	  	 Administration with Respect to Insiders
	  	7
		 	 3.4
	  	 Committee Complying with Section 162(m)
	  	7
		 	 3.5
	  	 Powers of the Committee
	  	7
		 	 3.6
	  	 Option or SAR Repricing
	  	8
		 	 3.7
	  	 Indemnification
	  	8
			
	 4.
	 	 Shares Subject to Plan
	  	9
				
		 	 4.1
	  	 Maximum Number of Shares Issuable
	  	9
		 	 4.2
	  	 Share Accounting
	  	9
		 	 4.3
	  	 Adjustment for Certain Unissued Predecessor Plan Shares
	  	9
		 	 4.4
	  	 Adjustments for Changes in Capital Structure
	  	9
			
	 5.
	 	 Eligibility, Participation and Award Limitations
	  	10
				
		 	 5.1
	  	 Persons Eligible for Awards
	  	10
		 	 5.2
	  	 Participation in Plan
	  	10
		 	 5.3
	  	 Award Limitations
	  	10
			
	 6.
	 	 Stock Options
	  	11
				
		 	 6.1
	  	 Exercise Price
	  	12
		 	 6.2
	  	 Exercisability and Term of Options
	  	12
		 	 6.3
	  	 Payment of Exercise Price
	  	12
		 	 6.4
	  	 Effect of Termination of Service
	  	13
		 	 6.5
	  	 Transferability of Options
	  	13
			
	 7.
	 	 Stock Appreciation Rights
	  	14
				
		 	 7.1
	  	 Types of SARs Authorized
	  	14
		 	 7.2
	  	 Exercise Price
	  	14
		 	 7.3
	  	 Exercisability and Term of SARs
	  	14
		 	 7.4
	  	 Exercise of SARs
	  	14
		 	 7.5
	  	 Deemed Exercise of SARs
	  	14
		 	 7.6
	  	 Effect of Termination of Service
	  	15
		 	 7.7
	  	 Transferability of SARs
	  	15









							
	 	 	 	  	 	  	Page
			
	 8.
	 	 Restricted Stock Awards
	  	15
				
		 	 8.1
	  	 Types of Restricted Stock Awards Authorized
	  	15
		 	 8.2
	  	 Purchase Price
	  	15
		 	 8.3
	  	 Purchase Period
	  	15
		 	 8.4
	  	 Payment of Purchase Price
	  	15
		 	 8.5
	  	 Vesting and Restrictions on Transfer
	  	16
		 	 8.6
	  	 Voting Rights; Dividends and Distributions
	  	16
		 	 8.7
	  	 Effect of Termination of Service
	  	16
		 	 8.8
	  	 Nontransferability of Restricted Stock Award Rights
	  	16
			
	 9.
	 	 Restricted Stock Unit Awards
	  	16
				
		 	 9.1
	  	 Grant of Restricted Stock Unit Awards
	  	16
		 	 9.2
	  	 Purchase Price
	  	17
		 	 9.3
	  	 Vesting
	  	17
		 	 9.4
	  	 Voting Rights, Dividend Equivalent Rights and Distributions
	  	17
		 	 9.5
	  	 Effect of Termination of Service
	  	17
		 	 9.6
	  	 Settlement of Restricted Stock Unit Awards
	  	17
		 	 9.7
	  	 Nontransferability of Restricted Stock Unit Awards
	  	18
			
	 10.
	 	 Performance Awards
	  	18
				
		 	 10.1
	  	 Types of Performance Awards Authorized
	  	18
		 	 10.2
	  	 Initial Value of Performance Shares and Performance Units
	  	18
		 	 10.3
	  	 Establishment of Performance Period, Performance Goals and Performance Award Formula
	  	18
		 	 10.4
	  	 Measurement of Performance Goals
	  	19
		 	 10.5
	  	 Settlement of Performance Awards
	  	20
		 	 10.6
	  	 Voting Rights; Dividend Equivalent Rights and Distributions
	  	21
		 	 10.7
	  	 Effect of Termination of Service
	  	21
		 	 10.8
	  	 Nontransferability of Performance Awards
	  	22
			
	 11.
	 	 Deferred Compensation Awards
	  	22
				
		 	 11.1
	  	 Establishment of Deferred Compensation Award Programs
	  	22
		 	 11.2
	  	 Terms and Conditions of Deferred Compensation Awards
	  	22
			
	 12.
	 	 Cash-Based Awards and Other Stock-Based Awards
	  	23
				
		 	 12.1
	  	 Grant of Cash-Based Awards
	  	23
		 	 12.2
	  	 Grant of Other Stock-Based Awards
	  	23
		 	 12.3
	  	 Value of Cash-Based and Other Stock-Based Awards
	  	23
		 	 12.4
	  	 Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards
	  	24
		 	 12.5
	  	 Voting Rights; Dividend Equivalent Rights and Distributions
	  	24
		 	 12.6
	  	 Effect of Termination of Service
	  	24
		 	 12.7
	  	 Nontransferability of Cash-Based Awards and Other Stock-Based Awards
	  	24
			
	 13.
	 	 Standard Forms of Award Agreement
	  	24
				
		 	 13.1
	  	 Award Agreements
	  	24
		 	 13.2
	  	 Authority to Vary Terms
	  	24
			
	 14.
	 	 Change in Control
	  	25
				
		 	 14.1
	  	 Accelerated Vesting
	  	25

  

 -ii- 









							
	 	 	 	  	 	  	Page
				
		 	 14.2
	  	 Assumption, Continuation or Substitution
	  	25
		 	 14.3
	  	 Cash-Out of Outstanding Stock-Based Awards
	  	25
			
	 15.
	 	 Compliance with Securities Law
	  	25
			
	 16.
	 	 Tax Withholding
	  	26
				
		 	 16.1
	  	 Tax Withholding in General
	  	26
		 	 16.2
	  	 Withholding in Shares
	  	26
			
	 17.
	 	 Amendment or Termination of Plan
	  	26
			
	 18.
	 	 Compliance with Section 409A
	  	26
				
		 	 18.1
	  	 Awards Subject to Section 409A
	  	26
		 	 18.2
	  	 Deferral and/or Distribution Elections
	  	27
		 	 18.3
	  	 Subsequent Elections
	  	27
		 	 18.4
	  	 Distributions Pursuant to Deferral Elections
	  	27
		 	 18.5
	  	 Unforeseeable Emergency
	  	28
		 	 18.6
	  	 Disabled
	  	28
		 	 18.7
	  	 Death
	  	28
		 	 18.8
	  	 No Acceleration of Distributions
	  	29
			
	 19.
	 	 Miscellaneous Provisions
	  	29
				
		 	 19.1
	  	 Repurchase Rights
	  	29
		 	 19.2
	  	 Forfeiture Events
	  	29
		 	 19.3
	  	 Provision of Information
	  	29
		 	 19.4
	  	 Rights as Employee, Consultant or Director
	  	29
		 	 19.5
	  	 Rights as a Stockholder
	  	29
		 	 19.6
	  	 Delivery of Title to Shares
	  	29
		 	 19.7
	  	 Fractional Shares
	  	30
		 	 19.8
	  	 Retirement and Welfare Plans
	  	30
		 	 19.9
	  	 Beneficiary Designation
	  	30
		 	 19.10
	  	 Severability
	  	30
		 	 19.11
	  	 No Constraint on Corporate Action
	  	30
		 	 19.12
	  	 Unfunded Obligation
	  	30
		 	 19.13
	  	 Choice of Law
	  	30

  

 -iii- 








 Zoran Corporation 
 2005 Equity Incentive Plan 
 1. ESTABLISHMENT, PURPOSE
AND TERM OF PLAN. 
 1.1
Establishment. The Zoran Corporation 2005 Equity Incentive Plan (the “Plan”) is hereby established effective as of July 29, 2005, the date of its approval by the stockholders of the
Company (the “Effective Date”). 
 1.2 Purpose. The purpose of the
Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to
contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock
Bonuses, Restricted Stock Units, Performance Shares, Performance Units, Deferred Compensation Awards, Cash-Based Awards and Other Stock-Based Awards. 
 1.3 Term of Plan. The Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall be granted, if at all, within ten (10) years from the Effective Date.

 2. DEFINITIONS AND CONSTRUCTION. 
 2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below: 
 (a) “Affiliate” means (i) an entity, other than a Parent Corporation, that directly, or
indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly or indirectly through one or more intermediary entities. For this
purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the
ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act. 
 (b) “Award” means any Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted
Stock Bonus, Restricted Stock Unit, Performance Share, Performance Unit, Deferred Compensation Award, Cash-Based Award or Other Stock-Based Award granted under the Plan. 
 (c) “Award Agreement” means a written or electronic agreement between the Company and a Participant
setting forth the terms, conditions and restrictions of the Award granted to the Participant. 
 (d)
“Board” means the Board of Directors of the Company. 
 (e) “Cash-Based
Award” means an Award denominated in cash and granted pursuant to Section 12. 
 (f)
“Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or by a written contract of employment or service, any of the
following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material failure to
abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation,
destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential 

  

 1 








 
or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s
reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability;
(vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach is not cured pursuant to the
terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s
ability to perform his or her duties with a Participating Company. 
 (g) “Change in
Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or by a written contract of employment or service, the occurrence of any of the
following: 
 (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
than (1) a trustee or other fiduciary holding securities of the Company under an employee benefit plan of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of the stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of (i) the outstanding shares of common stock of the Company or (ii) the total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors; or

 (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 2.1(dd)(iii), the entity to which the assets of the Company were transferred
(the “Transferee”), as the case may be; or 
 (iii) a liquidation or dissolution of the
Company. 
 For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of
the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall
have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 
 (h) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder. 
 (i) “Committee” means the Compensation Committee and such
other committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly
constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. 
 (j) “Company” means Zoran Corporation, a Delaware corporation, or any successor corporation thereto.

 (k) “Consultant” means a person engaged to provide consulting or advisory services
(other than as an Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not 

  

 2 








 
preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration
Statement under the Securities Act. 
 (l) “Covered Employee” means any Employee who is or may
become a “covered employee” as defined in Section 162(m), or any successor statute, and who is designated, either as an individual Employee or a member of a class of Employees, by the Committee no later than (i) the date ninety
(90) days after the beginning of the Performance Period, or (ii) the date on which twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance
Period. 
 (m) “Deferred Compensation Award” means an award granted to a Participant
pursuant to Section 11. 
 (n) “Director” means a member of the Board. 

(o) “Disability” means the permanent and total disability of the Participant, within the meaning
of Section 22(e)(3) of the Code. 
 (p) “Dividend Equivalent” means a credit, made
at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.

 (q) “Employee” means any person treated as an employee (including an Officer or a
member of the Board who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided,
however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of
the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or
any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee. 
 (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (s) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its
discretion, if such determination is expressly allocated to the Company herein, subject to the following: 
 (i) Except as
otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the
closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary
market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date
on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion. 
 (ii) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value on the basis of the opening,
closing, or average of the high and low sale prices of a share of Stock on such date, the preceding trading day or the next succeeding trading day; and, for purposes other than determining the exercise price or purchase price of shares pursuant to
an Award, the high or low sale price of a share of Stock on such date, the preceding trading day or the next succeeding trading day, the average of any such prices determined over a period of trading days or the actual sale price of a share of Stock
received by a Participant. 

  

 3 








 
The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan. 
 (iii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of
a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse. 
 (t) “Full Value Award” means any Award settled in Stock, other than (i) an Option, (ii) a
Stock Appreciation Right, (iii) a Restricted Stock Purchase Right or an Other Stock-Based Award under which the Company will receive monetary consideration equal to the Fair Market Value of the shares subject to such Award or (iv) an Other
Stock-Based award based on appreciation in the Fair Market Value of the Stock. 
 (u) “Incentive Stock
Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 
 (v) “Insider” means an Officer, Director or any other person whose transactions in Stock are subject
to Section 16 of the Exchange Act. 
 (w) “Insider Trading Policy” means the
written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information
regarding the Company or its securities. 
 (x) “Net-Exercise” means a procedure by which the
Participant will be issued a number of shares of Stock determined in accordance with the following formula: 
 N = X(A-B)/A,
where 
 “N” = the number of shares of Stock to be issued to the Participant upon exercise of the Option;

 “X” = the total number of shares with respect to which the Participant has elected to exercise the Option;

 “A” = the Fair Market Value of one (1) share of Stock determined on the exercise date; and 
 “B” = the exercise price per share (as defined in the Participant’s Award Agreement) 
 (y) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award
Agreement) an incentive stock option within the meaning of Section 422(b) of the Code. 
 (z)
“Officer” means any person designated by the Board as an officer of the Company. 
 (aa)
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to Section 6. 
 (bb) “Option for Full Value Award Exchange Program” means a program, approved by the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of
the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, which provides for the cancellation of outstanding options, including options granted pursuant to a
Predecessor Plan, and the grant in substitution therefore of Full Value Awards. 
 (cc) “Other Stock-Based
Award” means an Award denominated in shares of Stock and granted pursuant to Section 12. 
  

 4 








 (dd) “Ownership Change Event” means the occurrence
of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the
Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries
of the Company). 
 (ee) “Parent Corporation” means any present or future “parent
corporation” of the Company, as defined in Section 424(e) of the Code. 
 (ff)
“Participant” means any eligible person who has been granted one or more Awards. 
 (gg)
“Participating Company” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate. 
 (hh) “Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies. 
 (ii) “Performance Award” means an Award of Performance Shares or Performance Units. 
 (jj) “Performance Award Formula” means, for any Performance Award, a formula or table established by
the Committee pursuant to Section 10.3 which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable
Performance Period. 
 (kk) “Performance-Based Compensation” means compensation under an Award that
satisfies the requirements of Section 162(m) for certain performance-based compensation paid to Covered Employees. 
 (ll) “Performance Goal” means a performance goal established by the Committee pursuant to Section 10.3. 
 (mm) “Performance Period” means a period established by the Committee pursuant to Section 10.3 at the end of which one or more Performance Goals are to be measured.

 (nn) “Performance Share” means a bookkeeping entry representing a right granted to a
Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance. 
 (oo) “Performance Unit” means a bookkeeping entry representing a right granted to a Participant
pursuant to Section 10 to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance. 
 (pp) “Predecessor Plan” means each of the Company’s 1993 Stock Option Plan and 2000 Nonstatutory Stock Option Plan and options granted by Oak Technology, Inc. and assumed by
the Company pursuant to its acquisition of Oak Technology, Inc. 
 (qq) “Restricted Stock
Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right. 
 (rr)
“Restricted Stock Bonus” means Stock granted to a Participant pursuant to Section 8. 
  

 5 








 (ss) “Restricted Stock Purchase Right” means a
right to purchase Stock granted to a Participant pursuant to Section 8. 
 (tt) “Restricted Stock
Unit” or “Stock Unit” means a right granted to a Participant pursuant to Section 9 or Section 11, respectively, to receive a share of Stock on a date determined in accordance with the
provisions of such Sections, as applicable, and the Participant’s Award Agreement. 
 (uu) “Restriction
Period” means the period established in accordance with Section 8.5 during which shares subject to a Restricted Stock Award are subject to Vesting Conditions. 
 (vv) “Retirement” means termination of Service at or after the normal retirement age as set forth in
the retirement plan of the Company that is applicable to the Participant, or, if the Participant is not covered by such a retirement plan, the normal retirement age as defined by the social insurance program in effect in the country where the
Participant resides. 
 (ww) “Rule 16b-3” means Rule 16b-3 under the Exchange Act,
as amended from time to time, or any successor rule or regulation. 
 (xx) “SAR” or
“Stock Appreciation Right” means a right granted to a Participant pursuant to Section 7 to receive payment, for each share of Stock subject to such SAR, of an amount equal to the excess, if any, of the Fair
Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. 
 (yy)
“Section 162(m)” means Section 162(m) of the Code. 
 (zz)
“Section 409A” means Section 409A of the Code (including regulations or administrative guidelines thereunder). 
 (aaa) “Securities Act” means the Securities Act of 1933, as amended. 
 (bbb) “Service” means a Participant’s employment or service with the Participating Company
Group, whether in the capacity of an Employee, a Director or a Consultant. Unless otherwise provided by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the
Participant renders such Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s
Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, if any such leave taken by a Participant exceeds ninety (90) days,
then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract.
Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s
Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion,
shall determine whether the Participant’s Service has terminated and the effective date of such termination. 
 (ccc)
“Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.4. 
 (ddd) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 
 (eee) “Ten Percent Owner” means a Participant who, at the time an Option is granted to the
Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code. 

 

 6 








 (fff) “Vesting Conditions” mean those conditions
established in accordance with the Plan prior to the satisfaction of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s purchase price for such shares
upon the Participant’s termination of Service. 
 2.2 Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term
“or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 3.
ADMINISTRATION. 
 3.1 Administration by the Committee. The Plan shall be
administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

 3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any
matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.
The Board or Committee may, in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more Awards, without further approval of the Board or the Committee, to any Employee, other than a person who, at
the time of such grant, is an Insider or a Covered Person; provided, however, that (a) such Awards shall not be granted for shares in excess of the maximum aggregate number of shares of Stock authorized for issuance pursuant to
Section 4.1, (b) each such Award which is a Full Value Award shall be subject to the minimum vesting provisions described in Section 5.3(b), (c) each such Award shall be subject to the terms and conditions of the appropriate
standard form of Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan, and (d) each such Award shall conform to such limits and guidelines as shall be established from time to time by resolution
of the Board or the Committee. 
 3.3 Administration with Respect to Insiders. With respect to participation by
Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

 3.4 Committee Complying with Section 162(m). If the Company is a “publicly held corporation” within
the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award intended to result in the payment of Performance-Based Compensation.

 3.5 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the
provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: 
 (a) to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units or monetary value to be subject to each Award; 
 (b) to determine the type of Award granted; 
 (c) to determine the Fair Market Value of shares of Stock or other property; 
 (d) to
determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award,
(ii) the method of payment for shares purchased pursuant to any 

  

 7 








 
Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of
shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Measures, Performance Period, Performance Award Formula and Performance Goals
applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and
(viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; 
 (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; 
 (f) to approve one or more forms of Award Agreement; 
 (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares
acquired pursuant thereto; 
 (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any
shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service; 
 (i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of
Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.4) as the
replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee; 
 (j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee
deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and 
 (k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 
 3.6 Option or SAR Repricing. Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by
proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Board shall not approve (a) the cancellation of outstanding Options or
SARs and the grant in substitution therefore of new Options or SARs having a lower exercise price, (b) the amendment of outstanding Options or SARs to reduce the exercise price thereof, or (c) the cancellation of outstanding Options or
SARs having exercise prices per share greater than the then current Fair Market Value of a share of Stock and the grant in substitution therefore of Full Value Awards. This paragraph shall not be construed to apply to “issuing or assuming a
stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code. 
 3.7 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee
and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved 

  

 8 








 
by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the
institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
 4. SHARES SUBJECT TO PLAN. 
 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Sections 4.2, 4.3 and 4.4, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be equal to
seven million fifty-six thousand six hundred and sixty-three (7,056,663) shares, and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. 
 4.2 Share Accounting. 
 (a) Each share of Stock subject to an Award other than a Full Value Award shall be counted against the limit set forth in Section 4.1 as one (1) share. Each share of Stock subject to a Full Value Award shall
be counted against the limit set forth in Section 4.1 as one and three-tenths (1.3) shares. 
 (b) If an outstanding
Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company for an
amount not greater than the Participant’s original purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan.
Shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for
issuance under the Plan shall be reduced by the gross number of shares for which the SAR is exercised. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant,
or by means of a Net-Exercise, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the Option is exercised. If Options, SARs or Performance Awards are settled in the form of Stock Units
issued pursuant to a stock issuance deferral award described in Section 11.1(b), the number of shares available for issuance under the Plan shall be reduced by the number of shares to be counted with respect to such Full Value Awards, as
determined in accordance with Section 4.2(a), but shall not be further reduced by the number of shares of Stock originally subject to such Options, SARs or Performance Awards settled in such manner. Shares withheld or reacquired by the Company
in satisfaction of tax withholding obligations pursuant to Section 16.2 shall not again be available for issuance under the Plan. 
 4.3 Adjustment for Certain Unissued Predecessor Plan Shares. The maximum aggregate number of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased
from time to time by the number of shares of Stock subject to that portion of any option outstanding pursuant to a Predecessor Plan as of the Effective Date which, on or after the Effective Date, is canceled pursuant to an Option for Full Value
Award Exchange Program, but only to the extent of a maximum of one million two hundred fifty thousand (1,250,000) shares made subject to Full Value Awards granted pursuant to such program in replacement of such cancelled options. 
 4.4 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company,
in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other
than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the
Award limits set forth in Section 5.3 and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion
of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the 

  

 9 








 
Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted
into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such
Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee,
in its discretion. Any fractional share resulting from an adjustment pursuant to this Section 4.4 shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount
less than the par value, if any, of the stock subject to such Award. The Committee in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or
distributions as it deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section shall be final, binding and conclusive.

 The Committee may, without affecting the number of Shares reserved or available hereunder, authorize the issuance or assumption of
benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Sections 409A and 422 and any
related guidance issued by the U.S. Treasury Department, where applicable. 
 5. ELIGIBILITY,
PARTICIPATION AND AWARD LIMITATIONS. 
 5.1
Persons Eligible for Awards. Awards may be granted only to Employees and Consultants. 
 5.2 Participation in
Plan. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been
granted an Award, to be granted an additional Award. 
 5.3 Award Limitations. 
 (a) Incentive Stock Option Limitations. 
 (i) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to adjustment as provided in Section 4.4,
the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed seven million fifty-six thousand six hundred and sixty-three (7,056,663) shares. The maximum
aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in
Sections 4.2, 4.3 and 4.4. 
 (ii) Persons Eligible. An Incentive Stock Option may be granted only to a person
who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an
ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an
Employee of an ISO-Qualifying Corporation shall be deemed granted effective on the date such person commences Service with an ISO-Qualifying Corporation, with an exercise price determined as of such date in accordance with Section 6.1.

 (iii) Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under
all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000),
the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted,
and the Fair Market Value of 

  

 10 








 
stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from
that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive
Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the
Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified. 
 (b) Limit on Full Value Awards without Minimum Vesting. Except with respect to a maximum of five percent (5%) of the
maximum aggregate number of shares of Stock that may be issued under the Plan, as provided in Section 4.1, and except with respect to Full Value Awards granted pursuant to an Option for Full Value Award Exchange Program, Full Value Awards which
vest on the basis of the Participant’s continued Service shall not provide for vesting which is any more rapid than over a three (3) year period, and Full Value Awards which vest on the basis of the attainment of performance goals shall
not provide for a performance period of less than twelve (12) months. Full Value Awards granted pursuant to an Option for Full Value Award Exchange Program which vest on the basis of the Participant’s continued Service shall not provide
for vesting which is any more rapid than over a two (2) year period. The foregoing limitations shall not preclude the acceleration of vesting of any such Award upon the death, disability, retirement or involuntary termination of Service of the
Participant or upon or following a Change in Control, as determined by the Committee in its discretion. 
 (c)
Section 162(m) Award Limits. The following limits shall apply to the grant of any Award intended to qualify for treatment as Performance-Based Compensation: 
 (i) Options and SARs. Subject to adjustment as provided in Section 4.4, no Employee shall be granted within any fiscal year
of the Company one or more Options or Freestanding SARs which in the aggregate are for more than five hundred thousand (500,000) shares. 
 (ii) Restricted Stock Awards and Restricted Stock Unit Awards. Subject to adjustment as provided in Section 4.4, no Employee shall be granted within any fiscal year of the Company one or more Restricted
Stock Awards or Restricted Stock Unit Awards for more than two hundred fifty thousand (250,000) shares. 
 (iii)
Performance Awards. Subject to adjustment as provided in Section 4.4, no Employee shall be granted (1) Performance Shares which could result in such Employee receiving more than one hundred thousand (100,000) shares for each
full fiscal year of the Company contained in the Performance Period for such Award, or (2) Performance Units which could result in such Employee receiving more than one million five hundred thousand dollars ($1,500,000) for each full fiscal
year of the Company contained in the Performance Period for such Award. No Participant may be granted more than one Performance Award for the same Performance Period. 
 (iv) Cash-Based Awards and Other Stock-Based Awards. Subject to adjustment as provided in Section 4.4, no Employee shall be
granted (1) Cash-Based Awards in any fiscal year of the Company which could result in such Employee receiving more than one million five hundred thousand dollars ($1,500,000) for each full fiscal year of the Company contained in the Performance
Period for such Award, or (2) Other Stock-Based Awards in any fiscal year of the Company which could result in such Employee receiving more than one hundred thousand (100,000) shares for each full fiscal year of the Company contained in
the Performance Period for such Award. 
 6. STOCK OPTIONS. 
 Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee
shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Options may incorporate all or any of the terms
of the Plan by reference, including 

  

 11 








 
the provisions of Section 18 with respect to Section 409A if applicable, and shall comply with and be subject to the following terms and
conditions: 
 6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the
Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent
Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive
Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying
under the provisions of Section 424(a) of the Code. 
 6.2 Exercisability and Term of Options. Options shall be
exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option;
provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable
after the expiration of five (5) years after the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, each Option shall terminate ten (10) years after the
effective date of grant of the Option, unless earlier terminated in accordance with its provisions. 
 6.3 Payment of
Exercise Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the
exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash or by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by
the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the
proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by
the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by delivery of a properly executed notice electing a Net-Exercise, (v) by such other consideration as may be approved
by the Committee from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration
to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 
 (b)
Limitations on Forms of Consideration. 
 (i) Tender of Stock. Notwithstanding the foregoing, an Option
may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption
of the Company’s stock. Unless otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for
more than six (6) months (or such other period, if any, as the Committee may permit) and not used for another Option exercise by attestation during such period, or were not acquired, directly or indirectly, from the Company. 
 (ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion,
to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or
procedures may be available to other Participants. 
  

 12 








 6.4 Effect of Termination of Service. 
 (a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise
provided by the Committee in the grant of an Option and set forth in the Award Agreement, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after
the Participant’s termination of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate: 
 (i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the
extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration
of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the
“Option Expiration Date”). 
 (ii) Death. If the Participant’s Service
terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal
representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated,
but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of
Service. 
 (iii) Other Termination of Service. If the Participant’s Service terminates for any reason, except
Disability or death, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three
(3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 
 (b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions
of Section 15 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is
exercisable, but in any event no later than the Option Expiration Date. 
 (c) Extension if Participant Subject to
Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under
Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such
suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date. 
 6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or
the Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such
Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act. 
  

 13 








 7. STOCK APPRECIATION RIGHTS.

 Stock Appreciation Rights shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the
Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may
incorporate all or any of the terms of the Plan by reference, including provisions of Section 18 with respect to Section 409A if applicable, and shall comply with and be subject to the following terms and conditions: 
 7.1 Types of SARs Authorized. SARs may be granted in tandem with all or any portion of a related Option (a
“Tandem SAR”) or may be granted independently of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently with the grant of the related Option.

 7.2 Exercise Price. The exercise price for each SAR shall be established in the discretion of the Committee;
provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the
Fair Market Value of a share of Stock on the effective date of grant of the SAR. 
 7.3 Exercisability and Term of
SARs. 
 (a) Tandem SARs. Tandem SARs shall be exercisable only at the time and to the extent, and only to
the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option. The Committee
may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable
in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the
shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares
subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised. 
 (b) Freestanding SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and
subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the
expiration of ten (10) years after the effective date of grant of such SAR. 
 7.4 Exercise of SARs. Upon the
exercise (or deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the Participant’s legal representative or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall be
entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such
amount shall be made (a) in the case of a Tandem SAR, solely in shares of Stock in a lump sum as soon as practicable following the date of exercise of the SAR and (b) in the case of a Freestanding SAR, in cash, shares of Stock, or any
combination thereof as determined by the Committee in compliance with Section 409A. Unless otherwise provided in the Award Agreement evidencing a Freestanding SAR, payment shall be made in a lump sum as soon as practicable following the date of
exercise of the SAR. The Award Agreement evidencing any Freestanding SAR may provide for deferred payment in a lump sum or in installments in compliance with Section 409A. When payment is to be made in shares of Stock, the number of shares to
be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise
from the Participant or as otherwise provided in Section 7.5. 
 7.5 Deemed Exercise of SARs. If, on the date on
which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so 

  

 14 








 
exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be
deemed to be exercised as of such date with respect to such portion. 
 7.6 Effect of Termination of Service. Subject
to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by the Committee in the grant of an SAR and set forth in the Award Agreement, an SAR shall be exercisable after a Participant’s termination of Service
only to the extent and during the applicable time period determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter shall terminate. 
 7.7 Transferability of SARs. During the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the
Participant’s guardian or legal representative. An SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such
Award, a Tandem SAR related to a Nonstatutory Stock Option or a Freestanding SAR shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under
the Securities Act. 
 8. RESTRICTED STOCK AWARDS. 
 Restricted Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted
Stock Purchase Right and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of
the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and
conditions: 
 8.1 Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the form of
either a Restricted Stock Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals
described in Section 10.4. If either the grant of a Restricted Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially
equivalent to those set forth in Sections 10.3 through 10.5(a). 
 8.2 Purchase Price. The purchase price for
shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Committee in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock
pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall
furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Restricted Stock Award. 
 8.3 Purchase Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Committee, which
shall in no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right. 
 8.4 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash or by
check or cash equivalent, (b) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (c) by any combination thereof. The Committee may at any time or from time to
time grant Restricted Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration. 
  

 15 








 8.5 Vesting and Restrictions on Transfer. Subject to Section 5.3(b), Shares
issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation,
Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any Restriction Period in which shares acquired pursuant to a Restricted Stock Award
remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 8.8. The Committee, in its
discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale of
such shares would violate the Company’s Insider Trading Policy, then the satisfaction of the Vesting Conditions automatically be deemed to occur on the next day on which the sale of such shares would not violate the Insider Trading Policy. Upon
request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of
Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 
 8.6 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 8.5 and any Award Agreement, during any Restriction Period applicable to shares subject to a Restricted Stock Award, the Participant
shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend
or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.4, any and all new, substituted or additional securities or other property
(other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with
respect to which such dividends or distributions were paid or adjustments were made. 
 8.7 Effect of Termination of
Service. Unless otherwise provided by the Committee in the Award Agreement evidencing a Restricted Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death
or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting
Conditions as of the date of the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting
Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be
selected by the Company. 
 8.8 Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock
pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the
Participant’s guardian or legal representative. 
 9. RESTRICTED STOCK UNIT
AWARDS. 
 Restricted Stock Unit Awards shall be evidenced by Award Agreements
specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish. No Restricted Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of
the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference, including the provisions of Section 18 with respect to
Section 409A, if applicable, and shall comply with and be subject to the following terms and conditions: 
 9.1 Grant
of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or 

  

 16 








 
more Performance Goals described in Section 10.4. If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such
Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a). 
 9.2 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of
receiving a Restricted Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant
shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Restricted Stock Unit Award.

 9.3 Vesting. Subject to Section 5.3(b), Restricted Stock Unit Awards may (but need not) be made subject to
Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the
Committee and set forth in the Award Agreement evidencing such Award. 
 9.4 Voting Rights, Dividend Equivalent Rights and
Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with
respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date the Award is settled or the date on
which it is terminated. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock. The number of additional Restricted Stock
Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously
credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or
as soon thereafter as practicable) as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change
in the capital structure of the Company as described in Section 4.4, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new,
substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional
securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award. 
 9.5 Effect of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant’s Service terminates for any reason, whether
voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the
Participant’s termination of Service. 
 9.6 Settlement of Restricted Stock Unit Awards. The Company shall issue
to a Participant on the date on which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one
(1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such
date, subject to the withholding of applicable taxes, if any. If permitted by the Committee, subject to the provisions of Section 18 with respect to Section 409A, the Participant may elect in accordance with terms specified in the Award
Agreement to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section, and such deferred issuance date(s) elected by the Participant shall be set forth in the Award
Agreement. Notwithstanding the foregoing, the Committee, in its discretion, may provide for 

  

 17 








 
settlement of any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the
shares of Stock or other property otherwise issuable to the Participant pursuant to this Section. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the settlement of the Award with
respect to any shares would otherwise occur on a day on which the sale of such shares would violate the Company’s Insider Trading Policy, then the settlement with respect to such shares shall occur on the next day on which the sale of such
shares would not violate the Insider Trading Policy. 
 9.7 Nontransferability of Restricted Stock Unit Awards. The
right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by
such Participant or the Participant’s guardian or legal representative. 
 10. PERFORMANCE
AWARDS. 
 Performance Awards shall be evidenced by Award Agreements in such form as the
Committee shall from time to time establish. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Performance
Awards may incorporate all or any of the terms of the Plan by reference, including the provisions of Section 18 with respect to Section 409A, if applicable, and shall comply with and be subject to the following terms and conditions:

 10.1 Types of Performance Awards Authorized. Performance Awards may be granted in the form of either Performance
Shares or Performance Units. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period
applicable to the Award, and the other terms, conditions and restrictions of the Award. 
 10.2 Initial Value of
Performance Shares and Performance Units. Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial monetary value equal to the Fair Market Value of one (1) share of Stock,
subject to adjustment as provided in Section 4.4, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial monetary value established by the Committee at the time of grant. The final value payable
to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable
Performance Period established by the Committee. 
 10.3 Establishment of Performance Period, Performance Goals and
Performance Award Formula. In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period (subject to Section 5.3(b)), Performance Award Formula and one or more Performance Goals which, when
measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under
Section 162(m) with respect to each Performance Award intended to result in the payment of Performance-Based Compensation, the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award
no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome
of the Performance Goals remains substantially uncertain. Once established, the Performance Goals and Performance Award Formula applicable to a Covered Employee shall not be changed during the Performance Period. The Company shall notify each
Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance Goal(s) and Performance Award Formula. 
  

 18 








 10.4 Measurement of Performance Goals. Performance Goals shall be established by
the Committee on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance
Measure”), subject to the following: 
 (a) Performance Measures. Performance Measures shall
have the same meanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as
used generally in the Company’s industry. Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as
may be selected by the Committee. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated in accordance with generally accepted accounting principles, but prior to the accrual or payment of any
Performance Award for the same Performance Period and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the
establishment of the Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order
to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award. Performance Measures may be one or more of the following, as determined by the Committee: 
 (i) revenue; 
 (ii) sales; 
 (iii) expenses; 
 (iv) operating income; 
 (v) gross margin; 
 (vi) operating margin; 
 (vii) earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; 

(viii) pre-tax profit; 
 (ix) net operating income; 
 (x) net income; 
 (xi) economic value added; 
 (xii) free cash flow; 
 (xiii) operating cash flow; 
 (xiv) stock price; 
 (xv) earnings per share; 
 (xvi) return on stockholder equity; 
 (xvii) return on capital; 
 (xviii) return on assets; 
  

 19 








 (xix) return on investment; 
 (xx) employee satisfaction; 
 (xxi) employee retention; 
 (xxii) balance of cash, cash equivalents and marketable
securities; 
 (xxiii) market share; 
 (xxiv) customer satisfaction; 
 (xxv) product development; 
 (xxvi) research and development expenses; 
 (xxvii) completion of an identified special project; and 
 (xxviii) completion of a joint venture or other corporate transaction. 
 (b) Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of
performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value or as a value
determined relative to an index, budget or other standard selected by the Committee. 
 10.5 Settlement of Performance
Awards. 
 (a) Determination of Final Value. As soon as practicable following the completion of the
Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid
upon its settlement in accordance with the applicable Performance Award Formula. 
 (b) Discretionary Adjustment of
Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance
Award granted to any Participant who is not a Covered Employee to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine. If permitted under a Covered
Employee’s Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered
Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award Formula. No such reduction may result in an increase in the
amount payable upon settlement of another Participant’s Performance Award that is intended to result in Performance-Based Compensation. 
 (c) Effect of Leaves of Absence. Unless otherwise required by law or a Participant’s Award Agreement, payment of the final value, if any, of a Performance Award held by a Participant who has taken
in excess of thirty (30) days in leaves of absence during a Performance Period shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was not on a leave
of absence. 
 (d) Notice to Participants. As soon as practicable following the Committee’s determination
and certification in accordance with Sections 10.5(a) and (b), the Company shall notify each Participant of the determination of the Committee. 
  

 20 








 (e) Payment in Settlement of Performance Awards. Subject to the provisions
of Section 18 with respect to Section 409A, as soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a) and (b), payment shall be made to each eligible Participant (or such
Participant’s legal representative or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s Performance Award. Payment of such amount shall be made in
cash, shares of Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. If permitted by the Committee, and subject to the
provisions of Section 18 with respect to Section 409A, the Participant may elect to defer receipt of all or any portion of the payment to be made to Participant pursuant to this Section, and such deferred payment date(s) elected by the
Participant shall be set forth in the Award Agreement. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend Equivalents or interest.

 (f) Provisions Applicable to Payment in Shares. If payment is to be made in shares of Stock, the number of
such shares shall be determined by dividing the final value of the Performance Award by the value of a share of Stock determined by the method specified in the Award Agreement. Such methods may include, without limitation, the closing market price
on a specified date (such as the settlement date) or an average of market prices over a series of trading days. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock
subject to Vesting Conditions as provided in Section 8.5. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Award Agreement and shall be subject to the provisions of Sections 8.5 through 8.8 above. 

10.6 Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to
shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the
Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock during the period
beginning on the date the Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such Dividend
Equivalents, if any, shall be credited to the Participant in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock. The number of additional Performance Shares (rounded to the nearest whole number)
to be so credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by
(b) the Fair Market Value per share of Stock on such date. Dividend Equivalents may be paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee. Settlement of
Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 10.5. Dividend
Equivalents shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in
Section 4.4, appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than
normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately
subject to the same Performance Goals as are applicable to the Award. 
 10.7 Effect of Termination of Service. Unless
otherwise provided by the Committee and set forth in the Award Agreement evidencing a Performance Award, the effect of a Participant’s termination of Service on the Performance Award shall be as follows: 
 (a) Death, Disability or Retirement. If the Participant’s Service terminates because of the death, Disability or
Retirement of the Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by the extent to which the applicable Performance
Goals have been attained with respect to the entire Performance Period and 

  

 21 








 
shall be prorated based on the number of months of the Participant’s Service during the Performance Period. Payment shall be made following the end of
the Performance Period in any manner permitted by Section 10.5. 
 (b) Other Termination of Service. If the
Participant’s Service terminates for any reason except death, Disability or Retirement before the completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety; provided, however, that
in the event of an involuntary termination of the Participant’s Service, the Committee, in its sole discretion, may waive the automatic forfeiture of all or any portion of any such Award and provide for payment of such Award or portion thereof
on the same basis as if the Participant’s Service had terminated by reason of Retirement. 
 10.8 Nontransferability
of Performance Awards. Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during
his or her lifetime only by such Participant or the Participant’s guardian or legal representative. 
 11. DEFERRED
COMPENSATION AWARDS. 
 11.1 Establishment of Deferred Compensation
Award Programs. This Section 11 shall not be effective unless and until the Committee determines to establish a program pursuant to this Section. The Committee, in its discretion and upon such terms and conditions as it may determine,
subject to the provisions of Section 18 with respect to Section 409A, may establish one or more programs pursuant to the Plan under which: 
 (a) Elective Cash Compensation Reduction Awards. Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior
to a date specified by the Committee and complying with Section 409A, to reduce such Participant’s compensation otherwise payable in cash (subject to any minimum or maximum reductions imposed by the Committee) and to be granted
automatically at such time or times as specified by the Committee one or more Awards of Stock Units with respect to such numbers of shares of Stock as determined in accordance with the rules of the program established by the Committee and having
such other terms and conditions as established by the Committee. 
 (b) Stock Issuance Deferral Awards.
Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee and complying with Section 409A, to be granted
automatically an Award of Stock Units with respect to such number of shares of Stock and upon such other terms and conditions as established by the Committee in lieu of: 
 (i) shares of Stock otherwise issuable to such Participant upon the exercise of an Option; 
 (ii) cash or shares of Stock otherwise issuable to such Participant upon the exercise of an SAR; or 
 (iii) cash or shares of Stock otherwise issuable to such Participant upon the settlement of a Performance Award. 
 11.2 Terms and Conditions of Deferred Compensation Awards. Deferred Compensation Awards granted pursuant to this Section 11
shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No such Deferred Compensation Award or purported Deferred Compensation Award shall be a valid and binding obligation of the Company unless
evidenced by a fully executed Award Agreement. Award Agreements evidencing Deferred Compensation Awards may incorporate all or any of the terms of the Plan by reference, including the provisions of Section 18 with respect to Section 409A,
and, except as provided below, shall comply with and be subject to the terms and conditions of Section 9. 
  

 22 








 (a) Voting Rights; Dividend Equivalent Rights and Distributions.
Participants shall have no voting rights with respect to shares of Stock represented by Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). However, a Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock during the period beginning on the date the Stock Units are granted automatically to the
Participant and ending on the earlier of the date on which such Stock Units are settled or the date on which they are forfeited. Such Dividend Equivalents shall be paid by crediting the Participant with additional whole Stock Units as of the date of
payment of such cash dividends on Stock. The number of additional Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (A) the amount of cash dividends paid on the dividend payment date with
respect to the number of shares of Stock represented by the Stock Units previously credited to the Participant by (B) the Fair Market Value per share of Stock on such date. Such additional Stock Units shall be subject to the same terms and
conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Stock Units originally subject to the Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or other
property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.4, appropriate adjustments shall be made in the Participant’s Stock Unit Award so that it represents the right to receive
upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the Award. 
 (b) Settlement of Stock Unit Awards. A Participant electing to receive an Award of Stock Units pursuant to this Section 11
shall specify at the time of such election a settlement date with respect to such Award which complies with Section 409A. The Company shall issue to the Participant on the settlement date elected by the Participant, or as soon thereafter as
practicable, a number of whole shares of Stock equal to the number of vested Stock Units subject to the Stock Unit Award. Such shares of Stock shall be fully vested, and the Participant shall not be required to pay any additional consideration
(other than applicable tax withholding) to acquire such shares. 
 12. CASH-BASED AWARDS
AND OTHER STOCK-BASED AWARDS. 
 Cash-Based Awards and Other Stock-Based Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No such Award or purported Award shall be a valid and binding obligation of the Company
unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Cash-Based Awards and Other Stock-Based Awards may incorporate all or any of the terms of the Plan by reference, including the provisions of Section 18 with
respect to Section 409A, if applicable, and shall comply with and be subject to the following terms and conditions: 
 12.1 Grant of Cash-Based Awards. Subject to the provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms and conditions, including the
achievement of performance criteria, as the Committee may determine. 
 12.2 Grant of Other Stock-Based Awards. The
Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation units,
securities or debentures convertible into common stock or other forms determined by the Committee) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may involve the transfer of actual shares of
Stock to Participants, or payment in cash or otherwise of amounts based on the value of Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United
States. 
 12.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary
payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of shares of Stock or units based on such shares of Stock, as determined by the Committee. Subject to Section 5.3(b), the
Committee may require the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and
set forth in the Award Agreement evidencing such Award. If the Committee exercises its discretion to establish performance criteria, the final value of Cash-Based 

  

 23 








 
Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent to which the performance criteria are met. The
establishment of performance criteria with respect to the grant or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall follow procedures substantially equivalent to those applicable
to Performance Awards set forth in Section 10. 
 12.4 Payment or Settlement of Cash-Based Awards and Other
Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, shares of Stock or other securities or any combination thereof
as the Committee determines. The determination and certification of the final value with respect to any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply with the requirements applicable to
Performance Awards set forth in Section 10. To the extent applicable, payment or settlement with respect to each Cash-Based Award and Other Stock-Based Award shall be made in compliance with the provisions of Section 18 with respect to
Code Section 409A. 
 12.5 Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no
voting rights with respect to shares of Stock represented by Other Stock-Based Awards until the date of the issuance of such shares of Stock (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company), if any, in settlement of such Award. However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled to receive Dividend Equivalents with
respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date the Award is settled or the date on
which it is terminated. Such Dividend Equivalents, if any, shall be paid in accordance with the provisions set forth in Section 9.4. Dividend Equivalent rights shall not be granted with respect to Cash-Based Awards. 
 12.6 Effect of Termination of Service. Each Award Agreement evidencing a Cash-Based Award or Other Stock-Based Award shall set
forth the extent to which the Participant shall have the right to retain such Award following termination of the Participant’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all
Cash-Based Awards or Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination. 
 12.7
Nontransferability of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award, the Award shall not be subject in any manner to anticipation, alienation, sale,
exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. The Committee may impose such additional
restrictions on any shares of Stock issued in settlement of Cash-Based Awards and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities
laws, under the requirements of any stock exchange or market upon which such shares of Stock are then listed and/or traded, or under any state securities laws applicable to such shares of Stock. 
 13. STANDARD FORMS OF AWARD AGREEMENT.

 13.1 Award Agreements. Each Award shall comply with and be subject to the terms and conditions set
forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such
other form or forms, including electronic media, as the Committee may approve from time to time. 
 13.2 Authority to Vary
Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the
authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. 
  

 24 








 14. CHANGE IN CONTROL. Subject
to the requirements and limitations of Section 409A if applicable, the Committee may provide for any one or more of the following: 
 14.1 Accelerated Vesting. The Committee may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the
acceleration of the exercisability, vesting and/or settlement in connection with such Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the
Participant’s Service prior to, upon, or following such Change in Control, to such extent as the Committee shall determine. 
 14.2 Assumption, Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the
“Acquiror”), may, without the consent of any Participant, either assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the
Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section, if so determined by the Committee, in
its discretion, an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each
share of Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change
in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of
the Award, for each share of Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. Any Award or portion
thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the
time of consummation of the Change in Control. 
 14.3 Cash-Out of Outstanding Stock-Based Awards. The Committee may,
in its discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award denominated in shares of Stock or portion thereof outstanding immediately prior to the Change in Control and
not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee) of Stock subject to such canceled Award in (i) cash, (ii) stock
of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration
to be paid per share of Stock in the Change in Control, reduced by the exercise or purchase price per share, if any, under such Award. In the event such determination is made by the Committee, the amount of such payment (reduced by applicable
withholding taxes, if any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their canceled Awards
in accordance with the vesting schedules applicable to such Awards. 
 15. COMPLIANCE WITH
SECURITIES LAW. 
 The grant of Awards and the issuance of shares of
Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then
be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable
pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the
Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require 

  

 25 








 
the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make
any representation or warranty with respect thereto as may be requested by the Company. 
 16. TAX
WITHHOLDING. 
 16.1 Tax Withholding in General. The Company shall have the right
to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to
be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an
Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant. 
 16.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable
to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax
withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory
withholding rates. 
 17. AMENDMENT OR TERMINATION OF
PLAN. 
 The Committee may amend, suspend or terminate the Plan at any time. However,
without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.4),
(b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule,
including the rules of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. Except as
provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan to the contrary, the Committee
may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such
Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A. 
 18. COMPLIANCE WITH SECTION 409A. 
 18.1 Awards
Subject to Section 409A. The provisions of this Section 18 shall apply to any Award or portion thereof that is or becomes subject to Section 409A, notwithstanding any provision to the contrary contained in the Plan or the Award
Agreement applicable to such Award. Awards subject to Section 409A include, without limitation: 
 (a) Any Nonstatutory
Stock Option that permits the deferral of compensation other than the deferral of recognition of income until the exercise of the Award. 
 (b) Each Deferred Compensation Award. 
 (c) Any Restricted Stock Unit Award, Performance
Award, Cash-Based Award or Other Stock-Based Award that either (i) provides by its terms for settlement of all or any portion of the Award on one or more dates following the Short-Term Deferral Period (as defined below) or (ii) permits or
requires the Participant to elect one or more dates on which the Award will be settled. 
  

 26 








 Subject to any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other
applicable guidance, the term “Short-Term Deferral Period” means the period ending on the later of (i) the date that is two and one-half months from the end of the Company’s fiscal year in which the
applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the date that is two and one-half months from the end of the Participant’s taxable year in which the applicable portion of the Award is no
longer subject to a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture” shall have the meaning set forth in any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other
applicable guidance. 
 18.2 Deferral and/or Distribution Elections. Except as otherwise permitted or required by
Section 409A or any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance, the following rules shall apply to any deferral and/or distribution elections (each, an
“Election”) that may be permitted or required by the Committee pursuant to an Award subject to Section 409A: 
 (a) All Elections must be in writing and specify the amount of the distribution in settlement of an Award being deferred, as well as the time and form of distribution as permitted by this Plan. 
 (b) All Elections shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which
an Award may be granted to such Participant; provided, however, that if the Award qualifies as “performance-based compensation” for purposes of Section 409A and is based on services performed over a period of at least twelve
(12) months, then the Election may be made no later than six (6) months prior to the end of such period. 
 (c)
Elections shall continue in effect until a written election to revoke or change such Election is received by the Company, except that a written election to revoke or change such Election must be made prior to the last day for making an Election
determined in accordance with paragraph (b) above or as permitted by Section 18.3. 
 18.3 Subsequent
Elections. Any Award subject to Section 409A which permits a subsequent Election to delay the distribution or change the form of distribution in settlement of such Award shall comply with the following requirements:

 (a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent
Election is made; 
 (b) Each subsequent Election related to a distribution in settlement of an Award not described in
Section 18.3(b), 18.4(b), or 18.4(f) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and 
 (c) No subsequent Election related to a distribution pursuant to Section 18.4(d) shall be made less than twelve (12) months
prior to the date of the first scheduled payment under such distribution. 
 18.4 Distributions Pursuant to Deferral
Elections. No distribution in settlement of an Award subject to Section 409A may commence earlier than: 
 (a) Separation from service (as determined by the Secretary of the United States Treasury); 
 (b) The date the
Participant becomes Disabled (as defined below); 
 (c) Death; 
 (d) A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of an Award and
set forth in the Award Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 18.2 and/or 18.3, as applicable; 
  

 27 








 (e) To the extent provided by the Secretary of the U.S. Treasury, a change in the
ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company; or 
 (f) The occurrence of an Unforeseeable Emergency (as defined below). 
 Notwithstanding anything else herein to the contrary, to the
extent that a Participant is a “Specified Employee” (as defined in Section 409A(a)(2)(B)(i)) of the Company, no distribution pursuant to Section 18.4(a) in settlement of an Award subject to Section 409A may be made before
the date which is six (6) months after such Participant’s date of separation from service, or, if earlier, the date of the Participant’s death. 
 18.5 Unforeseeable Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any Award subject
to Section 409A for distribution in settlement of all or a portion of such Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable Emergency. In such event, the amount(s)
distributed with respect to such Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into
account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship). All distributions with respect to an Unforeseeable Emergency shall be made in a lump sum as soon as practicable following the Committee’s determination that an Unforeseeable Emergency has occurred. 
 The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee. The Committee’s decision with respect to whether an
Unforeseeable Emergency has occurred and the manner in which, if at all, the distribution in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal. 
 18.6 Disabled. The Committee shall have the authority to provide in any Award subject to Section 409A for distribution in
settlement of such Award in the event that the Participant becomes Disabled. A Participant shall be considered “Disabled” if either: 
 (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for
a continuous period of not less than twelve (12) months, or 
 (b) the Participant is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the Participant’s employer. 
 All distributions payable
by reason of a Participant becoming Disabled shall be paid in a lump sum or in periodic installments as established by the Participant’s Election, commencing as soon as practicable following the date the Participant becomes Disabled. If the
Participant has made no Election with respect to distributions upon becoming Disabled, all such distributions shall be paid in a lump sum as soon as practicable following the date the Participant becomes Disabled. 
 18.7 Death. If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to
Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s Election as soon as administratively possible following receipt by the
Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no Election with respect to distributions upon death, all such distributions shall be paid in a lump sum as soon as practicable following
the date of the Participant’s death. 
  

 28 








 18.8 No Acceleration of Distributions. Notwithstanding anything to the contrary
herein, this Plan does not permit the acceleration of the time or schedule of any distribution under this Plan, except as provided by Section 409A and/or the Secretary of the U.S. Treasury. 
 19. MISCELLANEOUS PROVISIONS. 
 19.1 Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other
conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to
one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to
the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 
 19.2 Forfeiture Events. 
 (a) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the
occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service for Cause or any act by a Participant, whether before
or after termination of Service, that would constitute Cause for termination of Service. 
 (b) If the Company is required to
prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged in
the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall
reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever
first occurred) of the financial document embodying such financial reporting requirement. 
 19.3 Provision of
Information. Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders. 
 19.4 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to
be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or
interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that
Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company. 
 19.5 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award
until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for
which the record date is prior to the date such shares are issued, except as provided in Section 4.4 or another provision of the Plan. 
 19.6 Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to
or for the benefit of the Participant by means of one or more of the following: (a) by delivering to the Participant 

  

 29 








 
evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the
Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form. 
 19.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

 19.8 Retirement and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid
pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans
unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit. 
 19.9 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the
Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company,
and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such
designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid
benefits to the Participant’s legal representative. 
 19.10 Severability. If any one or more of the
provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the
remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby. 
 19.11 No
Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another
Participating Company to take any action which such entity deems to be necessary or appropriate. 
 19.12 Unfunded
Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation,
Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such
obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any
trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the
Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with
respect to the Plan. 
 19.13 Choice of Law. Except to the extent governed by applicable federal law, the validity,
interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules. 
  

 30 








 ZORAN CORPORATION 
 STOCK OPTION AGREEMENT 
 (For U.S. Participants) 
 Zoran Corporation has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant
Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the
terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Zoran Corporation 2005 Equity Incentive Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan
Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Grant Notice, this Option Agreement or the Plan. 
 1.
DEFINITIONS AND CONSTRUCTION. 
 1.1
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise. 
 2. TAX CONSEQUENCES.

 2.1 Tax Status of Option. This Option is intended to have the tax status designated in the Grant
Notice. 
 (a) Incentive Stock Option. If the Grant Notice so designates, this Option is intended to be
an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should consult with the Participant’s own tax advisor regarding
the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO PARTICIPANT: If the Option is exercised
more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory
Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.) 
 (b)
Nonstatutory Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

 2.2 ISO Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock
Option, then to the extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during
any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2,
options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of 








 
the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock
Option in part by reason of the limitation set forth in this Section 2.2, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have
exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the
Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is
greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.) 
 3. ADMINISTRATION. 
 All questions of
interpretation concerning this Option Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Option. Any Officer shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation,
or election. 
 4. EXERCISE OF THE OPTION.

 4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and
after the Initial Vesting Date and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option. In no event
shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9. 
 4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise
Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party administrator designated by the
Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and
delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a
third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised
and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the
Company prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon
receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price. 
 4.3 Payment of
Exercise Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment
of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash or by check or cash equivalent, (ii) if permitted by the Company, by tender to the Company, or attestation
to the ownership, of whole shares of Stock owned by the Participant having a Fair Market Value not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or (iv) by any combination
of the foregoing. 
  

 2 








 (b) Limitations on Forms of Consideration. 
 (i) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to
the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, the
Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the
Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 
 (ii) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to
the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company
(including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right,
in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any such program or procedure, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

 4.4 Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to
the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no
obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant. 
 4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker
with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares
as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the
Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may
be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY,
THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been
obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company. 
  

 3 








 4.7 Fractional Shares. The Company shall not be required to issue
fractional shares upon the exercise of the Option. 
 5. NONTRANSFERABILITY OF THE
OPTION. 
 During the lifetime of the Participant, the Option shall be exercisable only
by the Participant or the Participant’s guardian or legal representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the
Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution. 
 6. TERMINATION OF THE OPTION. 
 The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option
Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in
Section 8. 
 7. EFFECT OF TERMINATION OF
SERVICE. 
 7.1 Option Exercisability. The Option shall terminate immediately
upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as
determined below and thereafter shall terminate. 
 (a) Disability. If the Participant’s Service
terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the
Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

 (b) Death. If the Participant’s Service terminates because of the death of the Participant, the
Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise
the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The
Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service. 
 (c) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability or
death, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three
(3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 
 7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the
provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

 7.3 Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the
applicable time periods set forth in Section 7.1 of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to
occur of (i) the tenth (10th) day following the date on which a sale of such shares by the 

  

 4 








 
Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of
Service, or (iii) the Option Expiration Date. 
 8. EFFECT OF CHANGE
IN CONTROL. 
 In the event of a Change in Control, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s
rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option shall be deemed assumed if, following the Change in Control, the Option
confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other
securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the
Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market
Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the
Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the date of the Change in Control. 
 9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. 
 Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of
consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a
material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights
under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment
pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The Committee in its sole discretion,
may also make such adjustments in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. The adjustments determined by the Committee pursuant to this Section
shall be final, binding and conclusive. 
 10. RIGHTS AS A STOCKHOLDER,
DIRECTOR, EMPLOYEE OR CONSULTANT. 
 The
Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If
the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is
“at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company
Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time. 
 11.
NOTICE OF SALES UPON DISQUALIFYING DISPOSITION. 
 The Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option
Agreement. In addition, if the Grant Notice designates this Option as an Incentive 

  

 5 








 
Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the
shares acquired pursuant to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the
circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all
shares acquired pursuant to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Grant. At any time
during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any
such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence. 
 12. LEGENDS. 
 The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock subject to the provisions of this Option
Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order to carry out the provisions
of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following: 
 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER
ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED
HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.” 
 13.
MISCELLANEOUS PROVISIONS. 
 13.1 Termination or Amendment.
The Committee may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any
unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective
unless in writing. 
 13.2 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Option Agreement. 
 13.3 Binding
Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

 13.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at
the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with
postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 
  

 6 








 (a) Description of Electronic Delivery. The Plan documents, which
may include but do not necessarily include: the Plan, the Grant Notice, this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. In addition, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the Plan as the Company may designate from
time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail
or such other means of electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The
Participant acknowledges that the Participant has read Section 13.4(a) of this Option Agreement and consents to the electronic delivery of the Plan documents and the delivery of the Grant Notice and Exercise Notice, as described in
Section 13.4(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant
further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any
designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in
Section 13.4(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail
address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.4(a). 
 13.5 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together with any the Superseding Agreement, if
any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein and supersede any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein, the provisions of the Grant Notice, the Option Agreement and the Plan shall survive any
exercise of the Option and shall remain in full force and effect. 
 13.6 Applicable Law. This Option Agreement shall
be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California. 
 13.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 
  

 7 









			
	TMIncentive Stock Option	  	Participant:
                                         
                   
	TMNonstatutory Stock Option	  	

 Date:
                                         
                    
 STOCK OPTION
EXERCISE NOTICE 
 Zoran Corporation 
 Attention: Stock
Administration 
 1390 Kifer Road 
 Sunnyvale, CA 94086

 Ladies and Gentlemen: 
 1.
Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of Zoran Corporation (the
“Company”) pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant
Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows: 
  

				
	 Date of Grant:
	  	 	______________________
	 Number of Option Shares:
	  	 	______________________
	 Exercise Price per Share:
	  	$	______________________

 2. Exercise of Option. I hereby elect to exercise the Option to purchase the
following number of Shares, all of which are Vested Shares in accordance with the Grant Notice and the Option Agreement: 
  

				
	 Total Shares Purchased:
	  	 	______________________
	 Total Exercise Price (Total Shares X Price per Share)
	  	$	______________________

 3. Payments. I enclose payment in full of the total exercise price for the Shares in
the following form(s), as authorized by my Option Agreement: 
  

				
	 TMCash:
	  	$	______________________
	 TMCheck:
	  	$	______________________
	 TMTender of Company Stock:
	  	 	Contact Plan Administrator
	 TMCashless Exercise (same-day sale):
	  	 	Contact Plan Administrator

 4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes, if any, as
follows: 
 (Contact Plan Administrator for amount of tax due.) 
  

				
	 TMCash:
	  	$	______________________
	 TMCheck:
	  	$	______________________
	 TMTender of Company Stock:
	  	 	Contact Plan Administrator
	 TMCashless Exercise (same-day sale):
	  	 	Contact Plan Administrator








 5. Participant Information. 
  

			
	My address is: 	  	 
		
		  	 


			
		
	My Social Security Number is: 	  	 

 6. Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option,
I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant. 

7. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of
the Grant Notice, the Option Agreement and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns. 
  

	
	Very truly yours,
	
	  
	(Signature)


  

			
	Receipt of the above is hereby acknowledged.
	
	ZORAN CORPORATION
		
	By:	 	 


			
		
	Title:	 	 


			
		
	Dated:	 	 

  

 2 








 ZORAN CORPORATION 
 STOCK OPTION AGREEMENT 
 (For Non-U.S. Participants) 
 Zoran Corporation has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant
Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the
terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Zoran Corporation 2005 Equity Incentive Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan
Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Grant Notice, this Option Agreement or the Plan. 
 1.
DEFINITIONS AND CONSTRUCTION. 
 1.1
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise. 
 2. CERTAIN CONDITIONS OF
THE OPTION. 
 2.1 Compliance with Local Law. The Participant
agrees that the Participant will not acquire shares pursuant to the Option or transfer, assign, sell or otherwise deal with such shares except in compliance with Local Law. 
 2.2 Employment Conditions. In accepting the Option, the Participant acknowledges that: 
 (a) Any notice period mandated under Local Law shall not be treated as Service for the purpose of determining the vesting of the Option;
and the Participant’s right to exercise the Option after termination of Service, if any, will be measured by the date of termination of the Participant’s active Service and will not be extended by any notice period mandated under Local
Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination. 
 (b) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan and this Option Agreement. 
 (c) The grant of
the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past. 
 (d) All decisions with respect to future Option grants, if any, will be at the sole discretion of the Company. 







 (e) The Participant’s participation in the Plan shall not create a right to further
Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. 
 (f) The Participant is voluntarily participating in the Plan. 
 (g) The Option is an extraordinary item that does not constitute compensation of any kind for Service of any kind rendered to any
Participating Company, and which is outside the scope of the Participant’s employment contract, if any. 
 (h) The Option
is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments. 
 (i) In the event that the Participant is not an employee of the Company, the Option grant
will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. 
 (j) The future value of the underlying shares is unknown and cannot be predicted with certainty. If the underlying shares do not increase
in value, the Option will have no value. If the Participant exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Exercise Price. 
 (k) No claim or entitlement to compensation or damages arises from termination of the Option or diminution in value of the Option or
shares purchased through exercise of the Option resulting from termination of the Participant’s Service (for any reason whether or not in breach of Local Law) and the Participant irrevocably releases the Company and each other Participating
Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Option Agreement, the Participant shall be deemed irrevocably to have
waived the Participant’s entitlement to pursue such a claim. 
 2.3 Data Privacy Consent. 
 (a) The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
the Participant’s personal data as described in this document by and among the members of the Participating Company Group for the exclusive purpose of implementing, administering and managing the Participant’s participation in the
Plan. 
 (b) The Participant understands that the Participating Company Group holds certain personal information about
the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held
in the Company, details of all Options or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan
(“Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the
Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may
elect to deposit any shares acquired upon exercise of the Option. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant
understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by


  

 2 








 
contacting in writing the Participant’s local human resources representative. The Participant understands, however, that refusing or withdrawing the
Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or
she may contact the Participant’s local human resources representative. 
 3.
ADMINISTRATION. 
 All questions of interpretation concerning this Option
Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with respect to
any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election. 
 4. EXERCISE OF THE OPTION. 
 4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial
Vesting Date and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option. In no event shall the Option be
exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9. 
 4.2 Method of
Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice must be digitally
signed or authenticated by the Participant in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party administrator designated by the Company). In the event that
the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and delivered in person, by
certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator
designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other
representations and agreements as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company prior to
the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the
Company of such electronic or written Exercise Notice and the aggregate Exercise Price. 
 4.3 Payment of Exercise
Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the
aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash or by check or cash equivalent, (ii) if permitted by the Company, by tender to the Company, or attestation to the
ownership, of whole shares of Stock owned by the Participant having a Fair Market Value not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or (iv) by any combination of the
foregoing. 
 (b) Limitations on Forms of Consideration. 
 (i) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to
the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, the
Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the
Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 
  

 3 








 (ii) Cashless Exercise. A “Cashless
Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with
respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T
as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any
such program or procedure, including with respect to the Participant notwithstanding that such program or procedures may be available to others. 
 4.4 Tax Withholding. Regardless of any action taken by the Company or any other Participating Company with respect to any or all income tax, social insurance, payroll tax, payment on account or
other tax-related withholding (the “Tax Obligations”), the Participant acknowledges that the ultimate liability for all Tax Obligations legally due by the Participant is and remains the Participant’s
responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent
sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (b) does not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax
Obligations. At the time of exercise of the Option, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company and any other Participating Company. In this regard, at the
time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company or any other Participating Company, the Participant hereby authorizes withholding of all applicable Tax Obligations from payroll and any other
amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Obligations, if any, by each Participating Company which arise in connection with the Option. Alternatively, or in addition, if
permissible under applicable law, including Local Law, the Company or any other Participating Company may (i) sell or arrange for the sale of shares acquired by the Participant to satisfy the Tax Obligations, and/or (ii) withhold in
shares, provided that only the amount of shares necessary to satisfy the minimum withholding amount required by applicable law, including Local Law, is withheld. Finally, the Participant shall pay to the Company or any other Participating Company
any amount of the Tax Obligations that any such company may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to
process the exercise of the Option or to deliver shares until the Tax Obligations as described in this Section have been satisfied by the Participant. 
 4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker
with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares
as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all
applicable requirements of United States federal or state or Local Law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or
foreign securities laws, including Local Law, or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration
statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon
exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS
ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body 

  

 4 








 
having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject
to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require
the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

 4.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise
of the Option. 
 5. NONTRANSFERABILITY OF THE
OPTION. 
 During the lifetime of the Participant, the Option shall be exercisable only
by the Participant or the Participant’s guardian or legal representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the
Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution. 
 6. TERMINATION OF THE OPTION. 
 The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option
Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in
Section 8. 
 7. EFFECT OF TERMINATION OF
SERVICE. 
 7.1 Option Exercisability. The Option shall terminate immediately
upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as
determined below and thereafter shall terminate. 
 (a) Disability. If the Participant’s Service
terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the
Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

 (b) Death. If the Participant’s Service terminates because of the death of the Participant, the
Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise
the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The
Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service. 
 (c) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability or
death, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three
(3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 
 7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the
provisions of 

  

 5 








 
Section 4.6, the Option shall remain exercisable until three (3) months after the date the Participant is notified by the Company that the Option
is exercisable, but in any event no later than the Option Expiration Date. 
 7.3 Extension if Participant Subject to
Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 7.1 of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of
the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one
hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date. 
 8.
EFFECT OF CHANGE IN CONTROL. 
 In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant,
assume or continue in full force and effect the Company’s rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option shall be
deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to the Option immediately prior to the Change in
Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration
is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for each share of Stock subject to the Option, to consist solely of common
stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the
Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the date of the Change in Control. 
 9. ADJUSTMENTS FOR CHANGES IN CAPITAL
STRUCTURE. 
 Subject to any required action by the stockholders of the Company, in the
event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split,
split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than
Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent
dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the
Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the
stock subject to the Option. The Committee in its sole discretion, may also make such adjustments in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate.
The adjustments determined by the Committee pursuant to this Section shall be final, binding and conclusive. 
 10.
RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT. 
 The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of
the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written
employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue
in the Service of a 

  

 6 








 
Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an
Employee or Consultant, as the case may be, at any time. 
 11. LEGENDS. 
 The Company may at any time place legends referencing any applicable federal, state or foreign securities law, including Local Law,
restrictions on all certificates representing shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares
acquired pursuant to the Option in the possession of the Participant in order to carry out the provisions of this Section. 
 12.
MISCELLANEOUS PROVISIONS. 
 12.1 Termination or Amendment.
The Committee may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any
unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective
unless in writing. 
 12.2 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Option Agreement. 
 12.3 Binding
Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

 12.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at
the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with
postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 
 (a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the
Plan, the Grant Notice, this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver
electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include
but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the
Company. 
 (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read
Section 12.4(a) of this Option Agreement and consents to the electronic delivery of the Plan documents and the delivery of the Grant Notice and Exercise Notice, as described in Section 12.4(a). The Participant acknowledges that he or she
may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a
paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any
documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 12.4(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant
understands that he or she is not required to consent to electronic delivery of documents described in Section 12.4(a). 
  

 7 








 12.5 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan,
together with any the Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein and supersede any prior
agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein, the provisions of the Grant Notice, the Option
Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect. 
 12.6
Applicable Law. This Option Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California. For
purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties as evidenced by this Option Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that
such litigation shall be conducted only in the courts of the County of Santa Clara, California, or the federal courts of the United States for the Northern District of California, and no other courts, where this Option Agreement is made and/or
performed. 
 12.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 
  

 8 








 Participant:
                                         
                    
 Date:
                                         
                    
 STOCK OPTION EXERCISE NOTICE 

 Zoran Corporation 
 Attention: Stock Administration 

1390 Kifer Road 
 Sunnyvale, CA 94086 
 Ladies and Gentlemen: 
 1. Option. I was
granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of Zoran Corporation (the “Company”) pursuant to
the Company’s 2005 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock Option Agreement (the
“Option Agreement”) as follows: 
  

				
	 Date of Grant:
	  	 	______________________
	 Number of Option Shares:
	  	 	______________________
	 Exercise Price per Share:
	  	$	______________________

 2. Exercise of Option. I hereby elect to exercise the Option to purchase the
following number of Shares, all of which are Vested Shares in accordance with the Grant Notice and the Option Agreement: 
  

				
	 Total Shares Purchased:
	  	 	______________________
	 Total Exercise Price (Total Shares X Price per Share)
	  	$	______________________

 3. Payments. I enclose payment in full of the total exercise price for the Shares in
the following form(s), as authorized by my Option Agreement: 
  

				
	 TMCash:
	  	$	______________________
	 TMCheck:
	  	$	______________________
	 TMTender of Company Stock:
	  	 	Contact Plan Administrator
	 TMCashless Exercise (same-day sale):
	  	 	Contact Plan Administrator

 4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes, if any, as
follows: 
 (Contact Plan Administrator for amount of tax due.) 
  

				
	 TMCash:
	  	$	______________________
	 TMCheck:
	  	$	______________________
	 TMTender of Company Stock:
	  	 	Contact Plan Administrator
	 TMCashless Exercise (same-day sale):
	  	 	Contact Plan Administrator








 5. Participant Information. 
  

			
	My address is:	  	 
		
		  	 


			
		
	My Tax Identification Number is:	  	 

 6. Binding Effect. I agree that the Shares are being acquired in accordance with and
subject to the terms, provisions and conditions of the Grant Notice, the Option Agreement and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators,
successors and assigns. 
  

	
	Very truly yours,
	
	  
	(Signature)


 Receipt of the above is hereby acknowledged. 
  

			
	ZORAN CORPORATION
		
	By:	 	 


			
		
	Title:	 	 


			
		
	Dated:	 	 

  

 2 








 ZORAN CORPORATION 
 STOCK OPTION AGREEMENT 
 (For Chief Executive Officer) 
 Zoran Corporation has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant
Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the
terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Zoran Corporation 2005 Equity Incentive Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan
Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Grant Notice, this Option Agreement or the Plan. 
 1.
DEFINITIONS AND CONSTRUCTION. 
 1.1
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise. 
 2. TAX CONSEQUENCES.

 2.1 Tax Status of Option. This Option is intended to have the tax status designated in the Grant
Notice. 
 (a) Incentive Stock Option. If the Grant Notice so designates, this Option is intended to be
an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should consult with the Participant’s own tax advisor regarding
the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO PARTICIPANT: If the Option is exercised
more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory
Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.) 
 (b)
Nonstatutory Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

 2.2 ISO Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock
Option, then to the extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during
any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2,
options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of 








 
the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock
Option in part by reason of the limitation set forth in this Section 2.2, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have
exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the
Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is
greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.) 
 3. ADMINISTRATION. 
 All questions of
interpretation concerning this Option Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Option. Any Officer shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation,
or election. 
 4. EXERCISE OF THE OPTION.

 4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and
after the Initial Vesting Date and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option. In no event
shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9. 
 4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise
Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party administrator designated by the
Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and
delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a
third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised
and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the
Company prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon
receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price. 
 4.3 Payment of
Exercise Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment
of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash or by check or cash equivalent, (ii) if permitted by the Company, by tender to the Company, or attestation
to the ownership, of whole shares of Stock owned by the Participant having a Fair Market Value not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or (iv) by any combination
of the foregoing. 
  

 2 








 (b) Limitations on Forms of Consideration. 
 (i) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to
the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, the
Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the
Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 
 (ii) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to
the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company
(including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right,
in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any such program or procedure, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

 4.4 Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to
the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no
obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant. 
 4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker
with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares
as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the
Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may
be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY,
THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been
obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company. 
  

 3 








 4.7 Fractional Shares. The Company shall not be required to issue
fractional shares upon the exercise of the Option. 
 5. NONTRANSFERABILITY OF THE
OPTION. 
 During the lifetime of the Participant, the Option shall be exercisable only
by the Participant or the Participant’s guardian or legal representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the
Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution. 
 6. TERMINATION OF THE OPTION. 
 The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option
Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in
Section 8. 
 7. EFFECT OF TERMINATION OF
SERVICE. 
 7.1 Option Exercisability. The Option shall terminate immediately
upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as
determined below and thereafter shall terminate. 
 (a) Disability. If the Participant’s Service
terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the
Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

 (b) Death. If the Participant’s Service terminates because of the death of the Participant, the
Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise
the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The
Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service. 
 (c) Other Termination of Service. In the event of the Participant’s Retirement (as defined below) from the Board
of Directors of the Company (the “Board”), the Option, to the extent unexercised and exercisable on the date on which the Optionee’s continuous Service terminated, may be exercised at any time thereafter until the
earlier of (i) the expiration of the Option term set forth in the Grant Notice or (ii) the Participant’s acceptance of a senior executive management-level position with another entity. For the purposes of this Agreement,
“Retirement” means the termination of the Participant’s continuous Service as a result of either of the following, provided that the Participant has served continuously on the Board for at least two (2) years: (i) the
Participant’s resignation from the Board or (ii) the expiration of the Participant’s term as a director of the Company after the Participant has declined to stand for reelection. 
 7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the
applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the date the Participant is notified by the Company that the Option is
exercisable, but in any event no later than the Option Expiration Date. 
  

 4 








 7.3 Extension if Participant Subject to Section 16(b). Notwithstanding the
foregoing, if a sale within the applicable time periods set forth in Section 7.1 of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain
exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Participant’s termination of Service, or (iii) the Option Expiration Date. 
 8. EFFECT
OF CHANGE IN CONTROL. 
 In the event of a
Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force
and effect the Company’s rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option shall be deemed assumed if, following the
Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration
(whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock
of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror
equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the
extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the date of the Change in Control. 
 9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. 
 Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of
consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a
material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights
under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment
pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The Committee in its sole discretion,
may also make such adjustments in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. The adjustments determined by the Committee pursuant to this Section
shall be final, binding and conclusive. 
 10. RIGHTS AS A STOCKHOLDER,
DIRECTOR, EMPLOYEE OR CONSULTANT. 
 The
Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If
the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is
“at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company
Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time. 
  

 5 








 11. NOTICE OF SALES UPON
DISQUALIFYING DISPOSITION. 
 The Participant shall dispose of the shares
acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief
Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date
of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise
expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and
the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer
agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to
the preceding sentence. 
 12. LEGENDS. 
 The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all
certificates representing shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the
Option in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following: 
 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS
DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING
DISPOSITION DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL
HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.” 
 13. MISCELLANEOUS PROVISIONS. 
 13.1 Termination or Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided, however, that
except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Participant unless such termination or
amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in writing. 
 13.2 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Option Agreement. 
 13.3 Binding Effect. Subject to the
restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 
 13.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon 

  

 6 








 
personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S.
Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice
or at such other address as such party may designate in writing from time to time to the other party. 
 (a) Description of
Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the
Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party
involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party
involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.4(a) of this Option Agreement and consents to the electronic delivery of the Plan documents and the
delivery of the Grant Notice and Exercise Notice, as described in Section 13.4(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by
contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant
understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to
the electronic delivery of documents described in Section 13.4(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in
Section 13.4(a). 
 13.5 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together with
any the Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein, the provisions of the Grant Notice, the Option Agreement
and the Plan shall survive any exercise of the Option and shall remain in full force and effect. 
 13.6 Applicable
Law. This Option Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California. 
 13.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 
  

 7 









			
	TMIncentive Stock Option	  	Participant:
                                         
                   
	TMNonstatutory Stock Option	  	

 Date:
                                         
                    
 STOCK OPTION
EXERCISE NOTICE 
 Zoran Corporation 
 Attention: Stock
Administration 
 1390 Kifer Road 
 Sunnyvale, CA 94086

 Ladies and Gentlemen: 
 1.
Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of Zoran Corporation (the
“Company”) pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant
Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows: 
  

				
	 Date of Grant:
	  	 	______________________
	 Number of Option Shares:
	  	 	______________________
	 Exercise Price per Share:
	  	$	______________________

 2. Exercise of Option. I hereby elect to exercise the Option to purchase the
following number of Shares, all of which are Vested Shares in accordance with the Grant Notice and the Option Agreement: 
  

				
	 Total Shares Purchased:
	  	 	______________________
	 Total Exercise Price (Total Shares X Price per Share)
	  	$	______________________

 3. Payments. I enclose payment in full of the total exercise price for the Shares in
the following form(s), as authorized by my Option Agreement: 
  

				
	 TMCash:
	  	$	______________________
	 TMCheck:
	  	$	______________________
	 TMTender of Company Stock:
	  	 	Contact Plan Administrator
	 TMCashless Exercise (same-day sale):
	  	 	Contact Plan Administrator

 4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes, if any, as
follows: 
 (Contact Plan Administrator for amount of tax due.) 
  

				
	 TMCash:
	  	$	______________________
	 TMCheck:
	  	$	______________________
	 TMTender of Company Stock:
	  	 	Contact Plan Administrator
	 TMCashless Exercise (same-day sale):
	  	 	Contact Plan Administrator








 5. Participant Information. 
  

			
	My address is:	  	 
		
		  	 


			
		
	My Social Security Number is:	  	 

 6. Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option,
I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant. 

7. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of
the Grant Notice, the Option Agreement and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns. 
  

	
	Very truly yours,
	
	  
	(Signature)


 Receipt of the above is hereby acknowledged. 
  

			
	ZORAN CORPORATION
		
	By:	 	 
		
	Title:	 	 
		
	Dated:	 	 

  

 2 








 ZORAN CORPORATION 
 STOCK OPTION AGREEMENT 
 (For Participants in France) 
 Zoran Corporation has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant
Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the
terms and conditions set forth in the Grant Notice and this Option Agreement. The Participant is an employee of a Participating Company employed in France as of the Grant Date. The Option has been granted pursuant to and shall in all respects be
subject to the terms and conditions of the Zoran Corporation 2005 Equity Incentive Plan (the “U.S. Plan”), as amended to the Grant Date, and the Rules of the Zoran Corporation 2005 Equity Incentive Plan for
Optionees in France (the “French Option Plan”), as amended to the Grant Date (collectively, the “Plan”), the provisions of which are incorporated herein by reference. By
signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently
registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement, the U.S. Plan
and the French Option Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Option Agreement, the U.S. Plan, and/or the French
Option Plan. 
 The Option is intended to qualify for favorable tax and social security treatment as provided under relevant French law
(“French-Qualified Option”). However, the Company does not undertake to maintain the status of the Option as a French-Qualified Option, and the Participant will be responsible for his or her own tax and social security
liabilities if the Option is no longer treated as a French-Qualified Option. 
 1. DEFINITIONS AND
CONSTRUCTION. 
 1.1 Definitions. Unless otherwise defined herein,
capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 2. CERTAIN CONDITIONS OF THE OPTION. 

2.1 Compliance with French Law. The Participant agrees that the Participant will not acquire shares pursuant to the Option or
transfer, assign, sell or otherwise deal with such shares except in compliance with the laws then applicable in France (“French Law”). 
 2.2 Employment Conditions. In accepting the Option, the Participant acknowledges that: 
 (a) The Participant’s right to exercise the Option after termination of Service, if any, will be measured by the date of termination
of the Participant’s active Service, subject to the provisions of Section 9. 
 (b) The Plan is established
voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Option Agreement. 
 (c) The grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of
Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past. 







 (d) All decisions with respect to future Option grants, if any, will be at the sole
discretion of the Company. 
 (e) The Participant’s participation in the Plan shall not create a right to further Service
with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without Cause. 
 (f) The Participant is voluntarily participating in the Plan. 
 (g) The Option is an extraordinary item that does not constitute compensation of any kind for Service of any kind rendered to any
Participating Company, and which is outside the scope of the Participant’s employment contract, if any. 
 (h) The Option
is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments. 
 (i) In the event that the Participant is not an employee of the Company, the Option grant
will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. 
 (j) The future value of the underlying shares is unknown and cannot be predicted with certainty. If the underlying shares do not increase
in value, the Option will have no value. If the Participant exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Exercise Price. 
 (k) No claim or entitlement to compensation or damages arises from termination of the Option or diminution in value of the Option or
shares purchased through exercise of the Option resulting from termination of the Participant’s Service (for any reason whether or not in breach of French Law or any other applicable local law) and the Participant irrevocably releases the
Company and each other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Option Agreement, the Participant
shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. 
 (l) The Company is
not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation in the Plan. 
 (m) The Participant is hereby advised to consult his or her own personal tax, legal and financial advisors regarding participation in the Plan before taking any action in relation to the Plan. 
 2.3 Data Privacy Consent. 
 (a) The Participant hereby expressly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this document by and among
the members of the Participating Company Group for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. 
 (b) The Participant understands that the Participating Company Group holds certain personal information about the Participant,
including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares or directorships held in the Company,
details of all Options or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The
Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in France or elsewhere, such as in the United States or Asia,
and that the recipient’s 








 
country may have different data privacy laws and protections than France. The Participant understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company, E*Trade and any other recipients which assist in implementing, administering and
managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that
Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant
understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or
withdrawal of consent, the Participant understands that he or she may contact the Participant’s local human resources representative. 
 3. ADMINISTRATION. 
 All questions of interpretation concerning this
Option Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election. 
 4. EXERCISE OF THE OPTION. 
 4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial
Vesting Date and prior to the termination of the Option (as provided in Section 8) in an amount not to exceed the number of shares subject to the Option less the number of shares previously acquired upon exercise of the Option. In no event
shall the Option be exercisable for more shares than the number of shares subject to the Option as of the Grant Date, as adjusted pursuant to Section 11. 
 4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the
“Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the
Company or an authorized representative of the Company (including a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be
exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means
as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s
election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may be required
pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in Section 8 and must be accompanied by full payment of the aggregate
Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price. 
 4.3 Payment of Exercise Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made
(i) in cash or by check or cash equivalent; (ii) by means of a Cashless Exercise, as defined in Section 4.3(b)(ii); or (iii) by any combination of the foregoing, as permitted at the Company’s sole and absolute discretion, if
acceptable under French Law. 







 (b) Limitations on Forms of Consideration. 
 (i) Tender of Stock. As provided in Section 7 of the French Option Plan, the Option may not be exercised by tender to the
Company, or attestation to the ownership, of shares of Stock, notwithstanding the provisions of Section 6.3(a) of the U.S. Plan. 
 (ii) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to
the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company
(including, without limitation, through an exercise complying with the provisions of Regulation T, as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right,
in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any such program or procedure, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

 4.4 Tax Withholding. Regardless of any action taken by the Company or any other Participating Company
with respect to any or all income tax, social security, payroll tax, or other tax-related withholding (the “Tax Obligations”), the Participant acknowledges that the ultimate liability for all Tax Obligations
legally due by the Participant is and remains the Participant’s responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Option,
including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (b) does not commit to structure the terms of the grant or any other aspect of the
Option to reduce or eliminate the Participant’s liability for Tax Obligations. At the time of exercise of the Option, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of
the Company and any other Participating Company. In this regard, at the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company or any other Participating Company, the Participant hereby authorizes
withholding of all applicable Tax Obligations from payroll and any other amounts payable to the Participant, within legal limits, and otherwise agrees to make adequate provision for withholding of all applicable Tax Obligations, if any, by each
Participating Company which arise in connection with the Option. Alternatively, or in addition, the Company or any other Participating Company may (i) sell or arrange for the sale of shares acquired by the Participant to satisfy the Tax
Obligations, and/or (ii) withhold in shares, provided that only the amount of shares necessary to satisfy the minimum withholding amount required by applicable law is withheld. If the Participant’s and/or the Company’s Tax Obligations
are satisfied as described in this Section, the Company will endeavor to sell only the amount of shares required to satisfy the Participant’s and/or the Company’s Tax Obligations; however, the Participant agrees that the Company may sell
more shares than necessary to satisfy the Tax Obligations and that, in such event, the Participating Company then employing the Participant will refund the amount of any excess withholding to the Participant within a reasonable period, without any
interest thereon. Finally, the Participant shall pay to the Company or any other Participating Company any amount of the Tax Obligations that any such company may be required to withhold as a result of the Participant’s participation in the
Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to process the exercise of the Option or to deliver shares until the Tax Obligations as described in this Section have been satisfied by the
Participant. 
 4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant
pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs
of the Participant. 
 4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the
Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of United States federal or state or local law with respect to such securities. The Option may not be exercised if
the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws, including local law, or other law or regulations or the requirements of any stock 








 
exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement
under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the
Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto as may be requested by the Company. 
 4.7 Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option. 
 5.
RESTRICTION ON SALE OF SHARES BY MANAGING DIRECTORS. 
 If the Participant qualifies as a managing director under French Law (“mandataires sociaux”; i.e.,
Président du Conseil d’Administration, Directeur Général, Directeurs Généraux Délégués, Membre du Directoire, Gérant du société par
actions), and is subject to shareholding restrictions under French law, the Participant must hold 20% of the shares of Stock acquired at exercise of the Option and, subject to the provisions of Section 6, may not sell such shares until the
Participant ceases to serve as a managing director, as long as this restriction is required under French and unless applicable law and/or regulations provide for a lower percentage. 
 6. RESTRICTION ON SALE OF SHARES ACQUIRED
AT EXERCISE OF THE OPTION. 
 To obtain the favorable tax and social security treatment under the French Option Plan, upon exercise of the Option, the Participant shall not sell or transfer shares of Stock acquired under the French Option Plan
before the expiration of four (4) years from the Grant Date of the Option or any other applicable holding period for French-Qualified Options which may be set forth in Section 163 bis C of the French Tax Code, as amended (the
“Mandatory Holding Period”), except as provided in Section 9.1 of this Option Agreement, or as otherwise in keeping with French Law. In any case, the restriction on the sale of Stock cannot exceed three (3) years from the date of
the effective exercise of the Option. Notwithstanding the provisions of Section 19.1 of the U.S. Plan, the Company cannot repurchase the Participant’s shares of Stock before the expiration of the Mandatory Holding Period. 
 7. NONTRANSFERABILITY OF THE OPTION. 
 As provided in Section 8 of the French Option Plan, during the lifetime of the Participant, the Option shall be exercisable only by
the Participant. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 9.1(b), may be exercised by the Participant’s legal representative or by any person
empowered to do so under the deceased Participant’s will or under the applicable laws of descent and distribution, and in accordance with applicable French inheritance rules. 
 8. TERMINATION OF THE OPTION. 
 The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option
Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 9.1, or (c) a Change in Control to the extent provided in
Section 10. Notwithstanding the foregoing, except in the case of a Participant’s death, as provided in Section 9.1(b), the Option term shall in no event exceed nine (9) years and six (6) months from the effective Grant Date
of the Option. 







 9. EFFECT OF TERMINATION OF
SERVICE. 
 9.1 Option Exercisability. Except as provided in the event of death
as described in Section 9.1(b), below, the Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service
to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate. 
 (a) Disability. If the Participant’s Service terminates because of the Disability (as defined in the French Option Plan) of the Participant, the Option, to the extent unexercised and exercisable for shares of Stock on the
date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the
Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Mandatory Holding Period provided in Section 6 shall not apply to shares of Stock acquired pursuant to this Section. 
 (b) Death. As provided in Section 12 of the French Option Plan, and notwithstanding the provisions of
Section 6.4(a)(ii) of the U.S. Plan, if the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unvested and unexercised, shall become immediately vested and exercisable for shares of Stock
on the date of the Participant’s death and may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the
expiration of six (6) months after the date of the Participant’s death, but any Option which remains unexercised at the expiration of six (6) months after the date of the Participant’s death is forfeited. If the Participant dies
within three (3) months after the Participant’s termination of Service, the Option to the extent unexercised and exercisable for shares of Stock on the date of death may be exercised by the Participant’s legal representative or other
person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of six (6) months after the Participant’s death, but any Option which remains unexercised at the expiration
of the six (6) months is forfeited. The Mandatory Holding Period provided in Section 6 shall not apply to shares of Stock acquired pursuant to this Section. 
 (c) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability or death,
the Option, to the extent unexercised and exercisable for shares of Stock by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three
(3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 
 9.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Sections 9.1(a) or 9.1(c) is prevented by
the provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.
This Section shall not apply to Section 9.1(b). 
 9.3 Extension if Participant Subject to Section 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Sections 9.1(a) or 9.1(c) of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange
Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and
ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date. This Section shall not apply to Section 9.1(b). 
 10. EFFECT OF CHANGE IN CONTROL. 
 In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the
“Acquiror”), may, without the consent of the Participant, assume or continue in full 








 
force and effect the Company’s rights and obligations under the Option or substitute for the Option a substantially equivalent option for the
Acquiror’s stock. For purposes of this Section, the Option shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each
share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change
in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for
each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and
cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the date of the
Change in Control. If a Change in Control occurs and the Acquiror assumes or substitutes the Option, the Option may no longer qualify for the favorable tax and social security treatment under the French Option Plan and the Participant would be
liable for his or her own tax and social security liabilities. 
 11. ADJUSTMENTS FOR
CHANGES IN CAPITAL STRUCTURE. 
 11.1
Subject to any required action by the stockholders of the Company, in the event of a change in the Stock effectuated by any of the means specified in Section L. 225-181 of the French Commercial Code, as amended, and in the case of a repurchase of
shares by the Company at a price higher than the stock quotation price on the open market, according to the provisions of Section L. 228-99 of the French Commercial Code, as well as according to specific decrees, appropriate adjustments shall be
made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option, as provided under French Law. Any fractional share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined
by the Committee pursuant to this Section shall be final, binding and conclusive. To the extent such adjustments conform to Sections L. 225-181 and 228-99 of the French Commercial Code, they should not result in a loss of the favorable tax and
social security treatment intended under the French Option Plan and the Participant would be liable for his or her own tax and social security liabilities. 
 11.2 Notwithstanding the foregoing, subject to any required action by the stockholders of the Company, , in the event of any change in the Stock effectuated without receipt of consideration by the Company, whether
through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the
capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares
of Stock, appropriate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. Any fractional share resulting
from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. For purposes of the
foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be
rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The Committee in its sole discretion, may also make such adjustments in
the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. To the extent such adjustments do not conform to Sections L. 225-181 and 228-99 of the French
Commercial Code, such adjustments may result in a loss of the favorable tax and social security treatment intended under the French Option Plan and the Participant would be liable for his or her own tax and social securities liabilities. 

12. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE
OR CONSULTANT. 
 The Participant shall have no rights as a stockholder with respect to
any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry 








 
on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date the shares are issued, except as provided in Section 11. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or
interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time. 
 13. LEGENDS. 
 The Company may at any time place legends referencing any applicable federal, state or foreign securities law, including local law, restrictions on all certificates representing shares of stock subject to the
provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order to
carry out the provisions of this Section. 
 14. MISCELLANEOUS PROVISIONS.

 14.1 Termination or Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided,
however, that except as provided in Section 10 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Participant unless such
termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in writing. For purposes of this Section, a termination or amendment of the
Plan or Option effectuated by the Committee which results in the loss of the favorable tax and social security treatment intended by the French Option Plan (including, without limitation, a termination or amendment under Section 11.2) will not
be deemed to have adversely affected the Option or any unexercised portion hereof. 
 14.2 Further Instruments. The
parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Option Agreement. 
 14.3 Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 
 14.4
Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option
Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office
or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such
other address as such party may designate in writing from time to time to the other party. 
 (a) Description of
Electronic Delivery. The Plan documents, which may include but do not necessarily include: the U.S. Plan, the French Option Plan, the Grant Notice, this Option Agreement, the U.S. Plan Prospectus, and any reports of the Company provided
generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such
third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Company intranet or the internet site of a
third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 14.4(a) of this
Option Agreement and consents to the electronic delivery of the Plan 








 
documents and the delivery of the Grant Notice and Exercise Notice, as described in Section 14.4(a). The Participant acknowledges that he or she may
receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a
paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any
documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 14.4(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an e-mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant
understands that he or she is not required to consent to electronic delivery of documents described in Section 14.4(a). 
 14.5 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together with any Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating
Company Group with respect to the subject matter contained herein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject
matter. To the extent contemplated herein, the provisions of the Grant Notice, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect. 
 14.6 Applicable Law. This Option Agreement shall be governed by the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed entirely within the State of California. The French Option Plan and the provisions of French Law referenced herein shall be interpreted in accordance with the relevant
provisions set forth in French tax and social security laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties as evidenced by this Option Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of the County of Santa Clara, California, or the federal courts of the United States for the Northern District of California,
and no other courts, where this Option Agreement is made and/or performed. 
 14.7 Language. 
 (a) English Version Governs. If Participant has received this Option Agreement, or any other document related to the Plan,
translated into a language other than English, and, if the translated version differs in substance from the English version, the English version shall control. 
 (b) French Language Acknowledgment. By signing and returning the Grant Notice, the Participant confirms having read and
understood the documents relating to this grant (the U.S. Plan, as limited by the French Sub-Plan and this Option Agreement) which were provided in the English language. The Participant accepts the terms of those documents accordingly. 

En signant et renvoyant la Notice d’Attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs
à cette attribution (le Plan U.S., dans les limites fixées par le Sous-Plan pour la France et ce Contrat d’Attribution d’Options) qui lui ont été communiqués en langue anglaise. Le Participant accepte les
termes en connaissance de cause. 
 14.8 Counterparts. The Grant Notice may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 14.9
Severability. The provisions of this Option Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and
enforceable. 







 Participant:
                                         
                    
 Date:
                                         
                    
 STOCK OPTION EXERCISE NOTICE FOR
OPTIONS GRANTED TO PARTICIPANTS IN FRANCE 
 Zoran Corporation 
 Attention: Stock Administration 
 1390 Kifer Road 
 Sunnyvale, CA 94086 
 Ladies and Gentlemen: 
 1. Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of Zoran Corporation (the
“Company”) pursuant to the Company’s 2005 Equity Incentive Plan (the “U.S. Plan”) and the Rules of the Zoran Corporation 2005 Equity Incentive Plan for Optionees in
France (the “French Option Plan”) (collectively, the “Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock
Option Agreement (the “Option Agreement”) as follows: 
  

				
	 Date of Grant:
	  	 	______________________
	 Number of Option Shares:
	  	 	______________________
	 Exercise Price per Share:
	  	$	______________________

 2. Exercise of Option. I hereby elect to exercise the Option to purchase the
following number of Shares, in accordance with the Grant Notice and the Option Agreement: 
  

				
	 Total Shares Purchased:
	  	 	______________________
	 Total Exercise Price (Total Shares X Price per Share)
	  	$	______________________

 3. Payments. I enclose payment in full of the total exercise price for the Shares in
the following form(s), as authorized by my Option Agreement: 
  

				
	 TMCash:
	  	$	______________________
	 TMCheck:
	  	$	______________________
	 TMCashless Exercise (same-day sale):
	  	 	Contact Plan Administrator

 4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax and social security withholding obligations of the Company, if any, in connection with the Option. 
 5. Participant Information. 
  

			
	My address is:	  	 
		
		  	 


			
		
	My Tax Identification Number is:	  	 

 6. Binding Effect. I agree that the Shares are being acquired in accordance with and
subject to the terms, provisions and conditions of the Grant Notice, the Option Agreement and the Plan, to all of which I hereby 








 
expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns. 

 

	
	Very truly yours,
	
	  
	(Signature)


 Receipt of the above is hereby acknowledged. 
  

			
	ZORAN CORPORATION
		
	By:	 	 
		
	Title:	 	 
		
	Dated:	 	 








 ZORAN CORPORATION 
 RESTRICTED STOCK AGREEMENT 
 (For U.S. Participants) 
 Zoran Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant
Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this
Agreement. The Award has been granted pursuant to the Zoran Corporation 2005 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By
signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a Plan prospectus for the Shares in the form most recently
registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and
(c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan. 
 1. DEFINITIONS AND CONSTRUCTION. 
 1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the
Grant Notice or the Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience
only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term
“or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 2.
ADMINISTRATION. 
 All questions of interpretation concerning the Grant Notice and
this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any Officer of a Participating Company shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or
election. 
 3. THE AWARD. 
 3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the Company shall issue, subject to the
provisions of this Agreement, a number of Shares equal to the Total Number of Shares set forth in the Grant Notice. As a condition to the issuance of the Shares, the Participant shall execute and deliver to the Company along with the Grant Notice
the Assignment Separate from Certificate duly endorsed (with date and number of shares blank) in the form attached to the Grant Notice. 
 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Shares, the consideration for which
shall be past services actually rendered and/or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration
in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant to the Award. 
 3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its
sole discretion, to deposit the Shares with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby
authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all
Shares which are no longer subject to such Escrow. Except 








 
as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs
of the Participant. 
 3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be
subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been
obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company. 
 4. VESTING OF
SHARES. 
 The Shares shall vest and become Vested Shares
as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is
rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event. 
 5.
COMPANY REACQUISITION RIGHT. 
 5.1 Grant of
Company Reacquisition Right. Except to the extent otherwise provided by the Superseding Agreement, in the event that (a) the Participant’s Service terminates for any reason or no reason, with or without cause, or
(b) the Participant, the Participant’s legal representative, or other holder of the Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership Change Event), including, without
limitation, any transfer to a nominee or agent of the Participant, any Shares which are not Vested Shares (“Unvested Shares”), the Company shall automatically reacquire the Unvested Shares, and the Participant
shall not be entitled to any payment therefor (the “Company Reacquisition Right”). 
 5.2 Ownership Change Event. Upon the occurrence of an Ownership Change Event, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of the
Participant’s ownership of Unvested Shares shall be immediately subject to the Company Reacquisition Right and included in the terms “Shares,” “Stock” and “Unvested Shares” for all purposes of the Company
Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service shall include
all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event. 
 6. ESCROW. 
 6.1 Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right will be available for reacquisition, the Participant and the Company hereby appoint the Secretary of the Company, or
any other person designated by the Company, as their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell, assign and transfer to the Company any such
Unvested Shares reacquired by the Company pursuant to the Company Reacquisition Right. The Participant understands that appointment of the Agent is a material inducement to make this Agreement and that such appointment is coupled with an interest
and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant while acting in good faith and in the exercise of the
Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon any letter, notice or other document executed
by any signature purporting to be genuine and may resign at any time. 
  

 2 








 6.2 Establishment of Escrow. The Participant authorizes the Company
to deposit the Unvested Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 3.3, and the Participant agrees to deliver to and deposit with the Agent each certificate, if any, evidencing the Shares
and an Assignment Separate from Certificate with respect to such book entry shares and each such certificate duly endorsed (with date and number of Shares blank) in the form attached to the Grant Notice, to be held by the Agent under the terms and
conditions of this Section 6 (the “Escrow”). Upon the occurrence of an Ownership Change Event or a change, as described in Section 8, in the character or amount of any outstanding stock of the
corporation the stock of which is subject to the provisions of this Agreement, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of his or her ownership of the Shares that remain,
following such Ownership Change Event or change described in Section 8, subject to the Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as the Shares immediately before such event. The Company shall bear
the expenses of the Escrow. 
 6.3 Delivery of Shares to Participant. The Escrow shall continue with
respect to any Shares for so long as such Shares remain subject to the Company Reacquisition Right. Upon termination of the Reacquisition Right with respect to Shares, the Company shall so notify the Agent and direct the Agent to deliver such number
of Shares to the Participant. As soon as practicable after receipt of such notice, the Agent shall cause to be delivered to the Participant the Shares specified by such notice, and the Escrow shall terminate with respect to such Shares. 

7. TAX MATTERS. 
 7.1 Tax Withholding. 
 (a) In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts
payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company, if any, which arise in connection with the
Award, including, without limitation, obligations arising upon (a) the transfer of Shares to the Participant, (b) the lapsing of any restriction with respect to any Shares, (c) the filing of an election to recognize tax liability, or
(d) the transfer by the Participant of any Shares. The Company shall have no obligation to deliver the Shares or to release any Shares from the Escrow established pursuant to Section 6 until the tax withholding obligations of the
Participating Company have been satisfied by the Participant. 
 (b) Assignment of Sale Proceeds; Payment of Tax
Withholding by Check. Subject to compliance with applicable law and the Company’s Insider Trading Policy, the Participant shall satisfy the Participating Company’s tax withholding obligations in accordance with procedures established
by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale
with respect to some or all of the shares becoming Vested Shares on a Vesting Date as provided in the Grant Notice. Notwithstanding the foregoing, the Participant may elect to pay by check the amount of the Participating Company’s tax
withholding obligations arising on any Vesting Date by delivering written notice of such election to the Company on a form specified by the Company for this purpose at least thirty (30) days (or such other period established by the Company)
prior to such Vesting Date. By making such election, the Participant agrees to deliver a check for the full amount of the required tax withholding to the applicable Participating Company on or before the third business day following the Vesting
Date. If the Participant elects to pay the required tax withholding by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized at its discretion, to satisfy the tax withholding obligations through
any other means authorized by this Section 7, including by effecting a sale of some or all of the shares becoming Vested Shares on the Vesting Date, withholding from payroll and any other amounts payable to the Participant or by withholding
shares in accordance with Section 7.1(c). 
 (c) Withholding in Shares. The Company may, in its discretion, permit
or require the Participant to satisfy all or any portion of a Participating Company’s tax withholding obligations by deducting a number of whole, Vested Shares otherwise deliverable to the Participant or by the Participant’s tender to the
Company of a number of whole, Vested Shares or vested shares acquired otherwise than pursuant to the Award having, in any such case, a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not
in excess of the amount of such tax withholding obligations determined by the 

  

 3 








 
applicable minimum statutory withholding rates. Any adverse consequences to the Participant resulting from the procedure permitted under this Section,
including, without limitation, tax consequences, shall be the sole responsibility of the Participant. 
 7.2 Election Under
Section 83(b) of the Code. 
 (a) The Participant understands that Section 83 of the Code taxes as ordinary
income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context,
“substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at
the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of
acquisition of the Shares. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the
purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse. The Participant further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are
forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares
over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss
on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b). 
 (b) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later
than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant
acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED
NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY,
EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. 
 (c) The
Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax
deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election. 
 8.
ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. 
 Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of
consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a
material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and kind of shares subject to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award.
For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this
Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive. 
  

 4 








 9. RIGHTS AS A STOCKHOLDER,
DIRECTOR, EMPLOYEE OR CONSULTANT. 
 The
Participant shall have no rights as a stockholder with respect to any Shares subject to the Award until the date of the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the Shares are issued, except as provided in Section 8. Subject the provisions of this Agreement, the
Participant shall exercise all rights and privileges of a stockholder of the Company with respect to Shares deposited in the Escrow pursuant to Section 6. If the Participant is an Employee, the Participant understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall
confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time. 
 10. LEGENDS. 
 The Company may at any time place legends referencing the Company Reacquisition Right and any applicable federal, state or foreign securities law restrictions on all certificates representing the Shares. The
Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing the Shares in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified
by the Company, legends placed on such certificates may include, but shall not be limited to, the following: 
 “THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”

 11. TRANSFERS IN VIOLATION OF
AGREEMENT. 
 No Shares may be sold, exchanged, transferred, assigned, pledged,
hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares,
and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any Shares which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat
as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares will have been so transferred. In order to enforce its rights under this Section, the Company shall be authorized to give
a stop transfer instruction with respect to the Shares to the Company’s transfer agent. 
 12. MISCELLANEOUS
PROVISIONS. 
 12.1 Termination or Amendment. The Committee may terminate or
amend the Plan or this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or
amendment is necessary to comply with applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing. 
 12.2 Nontransferability of the Award. The right to acquire Shares pursuant to the Award shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights
with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative. 
 12.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Agreement. 
  

 5 








 12.4 Binding Effect. This Agreement shall inure to the benefit of the successors
and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns. 
 12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail
address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and
fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 
 (a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the
Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the parties may deliver
electronically any notices called for in connection with the Escrow and the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to
time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such
other means of electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The Participant
acknowledges that the Participant has read Section 12.5(a) of this Agreement and consents to the electronic delivery of the Plan documents, the Grant Notice and notices in connection with the Escrow, as described in Section 12.5(a). The
Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that
the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 12.5(a) or may change the
electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 12.5(a). 
 12.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan together with the Superseding Agreement, if any, shall
constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the
provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect. 
 12.7 Applicable Law. This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within
the State of California. 
 12.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. 
  

 6 








 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto 
  
  
 ___________________________________________________ (                            ) shares of
the Capital Stock of ZORAN CORPORATION standing in the undersigned’s name on the books of said corporation represented by Certificate
No.                      herewith and does hereby irrevocably constitute and appoint
                                         
                        Attorney to transfer the said stock on the books of said corporation with full power of substitution in the
premises. 
 Dated:
                                         
                    
  

	
	  
	Signature
	
	  
	Print Name


 Instructions: Please do not fill in any blanks other than the signature line. The purpose of this
assignment is to enable the Company to exercise its Company Reacquisition Right set forth in the Restricted Stock Agreement without requiring additional signatures on the part of the Participant. 







 ZORAN CORPORATION 
 RESTRICTED STOCK UNITS AGREEMENT 
 (For Non-U.S. Participants in Option Exchange Program)

 Zoran Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the
“Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (the
“Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Zoran Corporation 2005 Equity Incentive Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan
Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan. 
 1. DEFINITIONS
AND CONSTRUCTION. 
 1.1 Definitions. Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 2. CERTAIN CONDITIONS OF THE AWARD. 

2.1 Compliance with Local Law. The Participant agrees that the Participant will not acquire shares of Stock pursuant to the
Award or transfer, assign, sell or otherwise deal with such shares except in compliance with Local Law. 
 2.2 Employment
Conditions. In accepting the Award, the Participant acknowledges that: 
 (a) Any notice period mandated under Local Law
shall not be treated as Service for the purpose of determining the vesting of the Award; and the Participant’s right to receive shares in settlement of the Award after termination of Service, if any, will be measured by the date of termination
of the Participant’s active Service and will not be extended by any notice period mandated under Local Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the
Participant’s Service has terminated and the effective date of such termination. 







 (b) The Plan is established voluntarily by the Company. It is discretionary in nature and
it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement. 
 (c) The grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly
in the past. 
 (d) All decisions with respect to future Award grants, if any, will be at the sole discretion of the Company.

 (e) The Participant’s participation in the Plan shall not create a right to further Service with any Participating
Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. 
 (f) The Participant is voluntarily participating in the Plan. 
 (g) The Award is an extraordinary item that does not constitute compensation of any kind for Service of any kind rendered to any
Participating Company, and which is outside the scope of the Participant’s employment contract, if any. 
 (h) The Award
is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments. 
 (i) In the event that the Participant is not an employee of the Company, the Award grant will
not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. 
 (j) The future value of the underlying shares is unknown and cannot be predicted with certainty. If the Participant obtains shares upon
settlement of the Award, the value of those shares may increase or decrease. 
 (k) No claim or entitlement to compensation or
damages arises from termination of the Award or diminution in value of the Award or shares acquired upon settlement of the Award resulting from termination of the Participant’s Service (for any reason whether or not in breach of Local Law) and
the Participant irrevocably releases the Company and each other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing
this Agreement, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. 
 2.3 Data Privacy Consent. 
 (a) The Participant hereby explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as 

  

 2 








 
described in this document by and among the members of the Participating Company Group for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the Plan. 
 (b) The Participant understands that the Participating
Company Group holds certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares or directorships held in the Company, details of all Awards or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of
implementing, administering and managing the Plan (“Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that
these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or
she may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other
third party with whom the Participant may elect to deposit any shares acquired upon settlement of the Award. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the
Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Participant’s
local human resources representative. 
 3. ADMINISTRATION. 
 All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by
the Committee shall be final and binding upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of
or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election. 
 4. THE AWARD. 
 4.1 Grant of
Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 10. Each Unit
represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 
  

 3 








 4.2 No Monetary Payment Required. The Participant is not required to make any
monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future
services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units. 
 5. VESTING OF UNITS. 
 The
Units shall vest and become Vested Units as provided in the Grant Notice. For purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any corporation which is a
Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event. 
 6. COMPANY REACQUISITION RIGHT. 
 In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as
of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 
 7.
SETTLEMENT OF THE AWARD. 
 7.1
Issuance of Shares of Stock. Subject to the provisions of Section 7.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share
of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 7.3, Section 8 or the Company’s Insider Trading Policy.

 7.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the
Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the
settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

 7.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of
shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of United States federal or state law or Local Law with respect to such securities. No shares of Stock may be issued hereunder if the
issuance of 

  

 4 








 
such shares would constitute a violation of any applicable federal, state or foreign securities laws, including Local Law, or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be
necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the
settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company. 
 7.4 Fractional Shares. The Company shall not be required
to issue fractional shares upon the settlement of the Award. 
 8. TAX
WITHHOLDING. 
 8.1 In General. Regardless of any action taken by the Company or
any other Participating Company with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding obligations (the “Tax Obligations”), the Participant
acknowledges that the ultimate liability for all Tax Obligations legally due by the Participant is and remains the Participant’s responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of
any Tax Obligations in connection with any aspect of the Award, including the grant, vesting or settlement of the Award, the subsequent sale of shares acquired pursuant to such settlement, or the receipt of any dividends and (b) does not commit
to structure the terms of the grant or any other aspect of the Award to reduce or eliminate the Participant’s liability for Tax Obligations. At the time of settlement of the Award, the Participant shall pay or make adequate arrangements
satisfactory to the Company to satisfy all Tax Obligations of the Company and any other Participating Company. In this regard, at the time the Award is settled, in whole or in part, or at any time thereafter as requested by the Company or any other
Participating Company, the Participant hereby authorizes withholding of all applicable Tax Obligations from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable
Tax Obligations, if any, by each Participating Company which arise in connection with the Award. Alternatively, or in addition, if permissible under applicable law, including Local Law, the Company or any other Participating Company may
(i) sell or arrange for the sale of shares acquired by the Participant to satisfy the Tax Obligations, and/or (ii) withhold in shares, provided that only the amount of shares necessary to satisfy the minimum withholding amount required by
applicable law, including Local Law, is withheld. Finally, the Participant shall pay to the Company or any other Participating Company any amount of the Tax Obligations that any such company may be required to withhold as a result of the
Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to process the settlement of the Award or to deliver shares until the Tax Obligations as described in this
Section have been satisfied by the Participant. 
 8.2 Assignment of Sale Proceeds; Payment of Tax Withholding by
Check. Subject to compliance with applicable law, including Local Law, and the Company’s Insider Trading Policy, the Participant shall satisfy the Tax Obligations in accordance with procedures 

  

 5 








 
established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in
a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. Notwithstanding the foregoing, the Participant may elect to pay
by check the amount of the Tax Obligations arising on any vesting date by delivering written notice of such election to the Company on a form specified by the Company for this purpose at least thirty (30) days (or such other period established
by the Company) prior to such vesting date. By making such election, the Participant agrees to deliver a check for the full amount of the Tax Obligations arising on such vesting date to the applicable Participating Company on or before the third
business day following such vesting date. If the Participant elects to pay the Tax Obligations by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized at its discretion, to satisfy the Tax
Obligations through any other means authorized by this Section 8, including by effecting a sale of some or all of the shares being acquired upon settlement of Units, withholding from payroll and any other amounts payable to the Participant or
by withholding shares in accordance with Section 8.3. 
 8.3 Withholding in Shares. The Company may, in its
discretion, permit or require the Participant to satisfy all or any portion of the Tax Obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a fair
market value, as determined by the Company as of the date on which the Tax Obligations arise, not in excess of the amount of such Tax Obligations determined by the applicable minimum statutory withholding rates. Any adverse consequences to the
Participant resulting from the procedure permitted under this Section, including, without limitation, tax consequences, shall be the sole responsibility of the Participant. 
 9. EFFECT OF CHANGE IN CONTROL ON
AWARD. 
 In the event of a Change in
Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, either assume or continue the Company’s rights and
obligations with respect to outstanding Units or substitute for outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in
Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock
on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received
upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event the Acquiror elects not to assume,
continue or substitute for the outstanding Units in connection with a Change in Control, the Award, to the extent of any Units which are then unvested, shall terminate and cease to be outstanding effective as of the time of the Change in Control.
Notwithstanding the foregoing, the Committee may, in its discretion, determine that upon a Change in Control, each Vested Unit (and each unvested Unit if so determined by the Committee) outstanding immediately prior to the Change in Control shall be
canceled in 

  

 6 








 
exchange for payment with respect to each such Unit immediately prior to its cancellation in (a) cash, (b) stock of the Company or the Acquiror or
(c) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control (subject to any required tax withholding).
Such payment shall be made as soon as practicable following the Change in Control. 
 10. ADJUSTMENTS FOR
CHANGES IN CAPITAL STRUCTURE. 
 Subject to
any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or
distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number of Units subject
to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number.
Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive. 
 11.
RIGHTS AS A STOCKHOLDER OR EMPLOYEE. 
 The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued,
except as provided in Section 10. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the
Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way
with any right of the Participating Company Group to terminate the Participant’s Service at any time. 
 12.
LEGENDS. 
 The Company may at any time place legends referencing any applicable
federal, state or foreign securities law, including Local Law, restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any
and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section. 
  

 7 








 13. MISCELLANEOUS PROVISIONS. 
 13.1 Termination or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that
except as provided in Section 9 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or
amendment is necessary to comply with applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing. 
 13.2 Nontransferability of the Award. Prior the issuance of shares of Stock on the applicable Settlement Date, neither this Award
nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

 13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this Agreement. 
 13.4 Binding Effect. This Agreement
shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and
assigns. 
 13.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice
required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery
at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service,
with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the
Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver
electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a
link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 
  

 8 








 (b) Consent to Electronic Delivery. The Participant acknowledges that the
Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and Grant Notice, as described in Section 13.5(a). The Participant acknowledges that he or she may receive from the
Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any
documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the
attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to
be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that
he or she is not required to consent to electronic delivery of documents described in Section 13.5(a). 
 13.6
Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect
to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other
than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

 13.7 Applicable Law. This Agreement shall be governed by the laws of the State of California as such laws are
applied to agreements between California residents entered into and to be performed entirely within the State of California. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties as evidenced
by this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of the County of Santa Clara, California, or the federal courts of the
United States for the Northern District of California, and no other courts, where this Agreement is made and/or performed. 
 13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

 9 








 ZORAN CORPORATION 
 RESTRICTED STOCK UNITS AGREEMENT 
 (For U.S. Participants) 
 Zoran Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant
Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (the
“Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Zoran Corporation 2005 Equity Incentive Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of
and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the
“Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan. 
 1. DEFINITIONS AND CONSTRUCTION. 
 1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise. 
 2. ADMINISTRATION. 
 All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by
the Committee shall be final and binding upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of
or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election. 
 3. THE AWARD. 
 3.1 Grant of
Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit
represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 
  

 2 








 3.2 No Monetary Payment Required. The Participant is not required to make any
monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future
services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units. 
 4. VESTING OF UNITS. 
 The Units shall vest and become Vested Units as provided in the Grant Notice. For purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any corporation which
is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event. 
 5. COMPANY REACQUISITION RIGHT. 
 In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall
forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 
 6. SETTLEMENT OF THE AWARD. 
 6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, the Company shall issue to the
Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such
restriction as may be required pursuant to Section 6.3, Section 7 or the Company’s Insider Trading Policy. 
 6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the
Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the
Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having 

  

 3 








 
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award
shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to
satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 
 6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

 7. TAX WITHHOLDING. 
 7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the
Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Participating Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding
obligations of the Company have been satisfied by the Participant. 
 7.2 Assignment of Sale Proceeds; Payment of Tax
Withholding by Check. Subject to compliance with applicable law and the Company’s Insider Trading Policy, the Participant shall satisfy the Participating Company’s tax withholding obligations in accordance with procedures established
by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale
with respect to some or all of the shares being acquired upon settlement of Units. Notwithstanding the foregoing, the Participant may elect to pay by check the amount of the Participating Company’s tax withholding obligations arising on any
Settlement Date by delivering written notice of such election to the Company on a form specified by the Company for this purpose at least thirty (30) days (or such other period established by the Company) prior to such Settlement Date. By
making such election, the Participant agrees to deliver a check for the full amount of the required tax withholding to the applicable Participating Company on or before the third business day following the Settlement Date. If the Participant elects
to pay the required tax withholding by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized at its discretion, to satisfy the tax withholding obligations through any other means authorized by
this Section 7, including by effecting a sale of some or all of the shares being acquired upon settlement of Units, withholding from payroll and any other amounts payable to the Participant or by withholding shares in accordance with
Section 7.3. 
 7.3 Withholding in Shares. The Company may, in its discretion, permit or require the Participant
to satisfy all or any portion of a Participating Company’s tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a fair market
value, as determined by 

  

 4 








 
the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the
applicable minimum statutory withholding rates. Any adverse consequences to the Participant resulting from the procedure permitted under this Section, including, without limitation, tax consequences, shall be the sole responsibility of the
Participant. 
 8. EFFECT OF CHANGE IN CONTROL
ON AWARD. 
 In the
event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, either
assume or continue the Company’s rights and obligations with respect to outstanding Units or substitute for outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall
be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination
thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the
Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in
Control. In the event the Acquiror elects not to assume, continue or substitute for the outstanding Units in connection with a Change in Control, the Award, to the extent of any Units which are then unvested, shall terminate and cease to be
outstanding effective as of the time of the Change in Control. Notwithstanding the foregoing, the Committee may, in its discretion, determine that upon a Change in Control, each Vested Unit (and each unvested Unit if so determined by the Committee)
outstanding immediately prior to the Change in Control shall be canceled in exchange for payment with respect to each such Unit immediately prior to its cancellation in (a) cash, (b) stock of the Company or the Acquiror or (c) other
property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control (subject to any required tax withholding). Such payment
shall be made as soon as practicable following the Change in Control. 
 9. ADJUSTMENTS FOR
CHANGES IN CAPITAL STRUCTURE. 
 Subject to
any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or
distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number of Units subject
to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as 

  

 5 








 
“effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be
rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive. 
 10. RIGHTS AS A STOCKHOLDER OR EMPLOYEE. 
 The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the
date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date such certificate is issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate,
written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to
continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time. 
 11. LEGENDS. 
 The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The
Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

 12. MISCELLANEOUS PROVISIONS. 
 12.1 Termination or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that
except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or
amendment is necessary to comply with applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing. 
 12.2 Nontransferability of the Award. Prior the issuance of shares of Stock on the applicable Settlement Date, neither this Award
nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

 12.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this Agreement. 
  

 6 








 12.4 Binding Effect. This Agreement shall inure to the benefit of the successors
and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns. 
 12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail
address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and
fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 
 (a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the
Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver
electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a
link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 12.5(a) of this
Agreement and consents to the electronic delivery of the Plan documents and Grant Notice, as described in Section 12.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered
electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of
such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails.
The Participant may revoke his or her consent to the electronic delivery of documents described in Section 12.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic
mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic
delivery of documents described in Section 12.5(a). 
 12.6 Integrated Agreement. The Grant Notice, this Agreement
and the Plan, together with the Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and
supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company 

  

 7 








 
Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the
provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect. 
 12.7 Applicable Law. This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within
the State of California. 
 12.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. 
  

 8 








 Exhibit (a)(1)(H) 
 ZORAN CORPORATION 
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 
 (For Participants Resident in Israel) 
 The Participant
has been granted an award of Restricted Stock Units (the “Award”) pursuant to the Zoran Corporation 2005 Equity Incentive Plan (the “Plan”), each of which represents the
right to receive on the applicable Settlement Date one (1) share of Stock of Zoran Corporation, as follows: 
  

									
	Participant:	  	_____________	  	Employee ID:  	  	__________________
		
	Date of Grant:	  	_____________
		
	Number of Restricted Stock Units:	  	_____________ , subject to adjustment as provided by the Restricted Stock Units Agreement.
		
	Settlement Date:	  	For each Restricted Stock Unit, except as otherwise provided by the Restricted Stock Units Agreement, the date on which such unit becomes a Vested Unit in accordance with the
vesting schedule set forth below.
		
	Local Law:	  	The laws, rules and regulations of Israel, of which the Participant is a resident.
		
	Vested Units:	  	Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested
Units shall cumulatively increase on each respective date set forth below by the number of units set forth opposite such date, as follows:
				
	 	  	 Vesting Date
	  	 No. Units Vesting
	  	 Cumulative
 No. Vested Units

		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Restricted Stock Units Agreement to
the contrary, supersede any inconsistent term or condition set forth in the Restricted Stock Units Agreement to the extent intended by such Superseding Agreement.
		
	Tax Status of Award:	  	The Award is intended to qualify under and be subject to Section 102 of the Income Tax Ordinance, 1961 (capital gain route), and the Income Tax Regulations (Tax Relief in
Allocation of Stock to Employees), 2003, promulgated thereunder and any other applicable regulations (“Section 102”); provided, however, that the Company does not guarantee that the Award so
qualifies.
		
	Trustee:	  	The Restricted Stock Units, shares of Stock issued in settlement of the Award (“Shares”), and any additional rights, including any stock
bonus, that shall be distributed to you in connection with the Restricted Stock Units (“Additional Rights”), shall be held subject to the control of the Trustee: S. FRIEDMAN & Co (trust) 1992 Ltd. (the
“Trustee”), pursuant to the Trust Agreement between the Company and the Trustee attached herewith and made a part of this Grant Notice (the “Trust
Agreement”).
		
	Prevailing Regulations:	  	The Restricted Stock Units, Shares and any Additional Rights shall be held subject to the control of the Trustee in accordance with the provisions of Section 102, if applicable,
the Plan, the Restricted Stock Units Agreement, any Superseding Agreement identified above, any ruling issued by the Income Tax Authority of Israel applicable to the Award, and the Trust Agreement.









			
	Holding Period:	  	The Restricted Stock Units, Shares and any Additional Rights shall be held subject to the control of the Trustee for a period not shorter than that required by the capital gain route under
Section 102 (the “Holding Period”). The Restricted Stock Units, Shares and any Additional Rights shall not be sold or otherwise transferred prior to expiration of the Holding Period.
		
	Restrictions on Transfer:	  	Except as otherwise permitted by the Trustee, no Restricted Stock Units, Shares or Additional Rights held subject to the control of the Trustee shall be sold, assigned, pledged as collateral,
or otherwise transferred other than by last will and testament or pursuant to applicable law. Following any permitted transfer, all conditions of Section 102 applicable to the transferred Restricted Stock Units, Shares or Additional Rights shall
apply to the transferee thereof to the same extent they would apply to the Participant.
		
	Additional Agreements of Participant:	  	The Award is granted to you subject to the Additional Agreements of Participant set forth below.

 ADDITIONAL AGREEMENTS OF PARTICIPANT: 
 All capitalized terms used below which are not otherwise defined in this Grant Notice shall have the meanings assigned to them by the Restricted Stock Units Agreement or the Plan. 
 I hereby understand, agree and represent as follows: 
  

	 	1.	The Restricted Stock Units, Shares and any Additional Rights shall be held subject to the control of the Trustee under provisions of Section 102 (capital gain route) for a
period not shorter than the Holding Period, in accordance with the provisions of the Trust Agreement and any ruling issued by the Income Tax Authority of Israel applicable to the Award. 

  

	 	2.	Upon the termination of my Service with the Company, I shall have no rights with respect to the Restricted Stock Units, Shares and any Additional Rights except as provided by the
Restricted Stock Units Agreement and the Plan. 

  

	 	3.	I have read and understand the provisions of Section 102 (capital gain route) and the ruling, dated
                    , issued by the Income Tax Authority of Israel applicable to the Award. 

  

	 	4.	I will inform the Trustee at the end of each year whether or not I am a resident of Israel. 

  

	 	5.	Subject to the provisions of Section 102 and unless otherwise permitted by the Trustee, I will not sell or otherwise transfer the Restricted Stock Units, Shares or Additional
Rights prior to expiration of the Holding Period. 

  

	 	6.	The qualification of this Award under Section 102 is conditioned upon the receipt of all approvals from the Income Tax Authority of Israel required for such qualification. In
the event that the Company does not receive all approvals from the Income Tax Authority of Israel required for such qualification, I shall bear and pay any and all taxes and other levies and payments applicable to the grant, settlement, sale or
other disposition of the Restricted Stock Units, Shares and any Additional Rights. 

  

	 	7.	The Trustee shall not release or sell any Restricted Stock Units, Shares or Additional Rights prior to the full payment of the tax liability arising with respect to the Award (by
way of withholding tax or otherwise). 

  

	 	8.	I am not a “Controlling Shareholder” as defined in Section 32(9) of the Income Tax Ordinance, 1961, and shall not be one following the issuance to me of Shares in
settlement of the Restricted Stock Units. 

  

	 	9.	I will provide and sign any additional document or declaration required by the Trustee or the Company. 

  

	 	10.	I have read and understand this Grant Notice, the Restricted Stock Units Agreement, the Plan and the Trust Agreement, and I accept the Award subject to all of their terms and
conditions. I have received all the clarifications and explanations I requested, and I understand the obligations I undertake in signing this Grant Notice. 

  


 2 








 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company
and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Plan, the Restricted Stock Units Agreement and the Trust Agreement, all of which are made a part of this document. The Participant acknowledges
that copies of the Plan, Restricted Stock Units Agreement, the Trust Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the
Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Plan, Restricted Stock Units Agreement and the Trust Agreement, and hereby accepts the Award subject to
all of their terms and conditions. The Company hereby encourages that Participant to consult with legal counsel, including tax practitioners, regarding the legal and tax ramifications, consequences and/or implications of the granting, holding,
exercise and sale of Restricted Stock Units, Shares and any Additional Rights. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By:	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement, Trust Agreement and Plan Prospectus

  

 3 








 ZORAN CORPORATION 
 RESTRICTED STOCK UNITS AGREEMENT 
 (For Non-U.S. Participants in Option Exchange Program)

 Zoran Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the
“Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (the
“Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Zoran Corporation 2005 Equity Incentive Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan
Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan. 
 1. DEFINITIONS
AND CONSTRUCTION. 
 1.1 Definitions. Unless otherwise defined
herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular
shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 2. CERTAIN CONDITIONS OF THE AWARD. 
 2.1 Compliance with Local Law. The Participant agrees that the Participant will not acquire shares of Stock pursuant to the Award
or transfer, assign, sell or otherwise deal with such shares except in compliance with Local Law. 
 2.2 Employment
Conditions. In accepting the Award, the Participant acknowledges that: 
 (a) Any notice period mandated under Local Law
shall not be treated as Service for the purpose of determining the vesting of the Award; and the Participant’s right to receive shares in settlement of the Award after termination of Service, if any, will be measured by the date of termination
of the Participant’s active Service and will not be extended by any notice period mandated under Local Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the
Participant’s Service has terminated and the effective date of such termination. 







 (b) The Plan is established voluntarily by the Company. It is discretionary in nature and
it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement. 
 (c) The grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly
in the past. 
 (d) All decisions with respect to future Award grants, if any, will be at the sole discretion of the Company.

 (e) The Participant’s participation in the Plan shall not create a right to further Service with any Participating
Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. 
 (f) The Participant is voluntarily participating in the Plan. 
 (g) The Award is an extraordinary item that does not constitute compensation of any kind for Service of any kind rendered to any
Participating Company, and which is outside the scope of the Participant’s employment contract, if any. 
 (h) The Award
is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments. 
 (i) In the event that the Participant is not an employee of the Company, the Award grant will
not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. 
 (j) The future value of the underlying shares is unknown and cannot be predicted with certainty. If the Participant obtains shares upon
settlement of the Award, the value of those shares may increase or decrease. 
 (k) No claim or entitlement to compensation or
damages arises from termination of the Award or diminution in value of the Award or shares acquired upon settlement of the Award resulting from termination of the Participant’s Service (for any reason whether or not in breach of Local Law) and
the Participant irrevocably releases the Company and each other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing
this Agreement, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. 
 2.3 Data Privacy Consent. 
 (a) The Participant hereby explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as 

  

 2 








 
described in this document by and among the members of the Participating Company Group for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the Plan. 
 (b) The Participant understands that the Participating
Company Group holds certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares or directorships held in the Company, details of all Awards or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of
implementing, administering and managing the Plan (“Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that
these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or
she may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other
third party with whom the Participant may elect to deposit any shares acquired upon settlement of the Award. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the
Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Participant’s
local human resources representative. 
 3. ADMINISTRATION. 
 All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by
the Committee shall be final and binding upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of
or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election. 
 4. THE AWARD. 
 4.1 Grant of Units. On the
Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 10. Each Unit represents a right to
receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 
  

 3 








 4.2 No Monetary Payment Required. The Participant is not required to make any
monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future
services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units. 
 5. VESTING OF UNITS. 
 The Units shall
vest and become Vested Units as provided in the Grant Notice. For purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating
Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event. 
 6. COMPANY REACQUISITION RIGHT. 
 In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such
termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 
 7. SETTLEMENT
OF THE AWARD. 
 7.1 Issuance of Shares of Stock.
Subject to the provisions of Section 7.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued in settlement of
Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 7.3, Section 8 or the Company’s Insider Trading Policy. 
 7.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its
sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the
Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 7.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock
upon settlement of the Award shall be subject to compliance with all applicable requirements of United States federal or state law or Local Law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of 

  

 4 








 
such shares would constitute a violation of any applicable federal, state or foreign securities laws, including Local Law, or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be
necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the
settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company. 
 7.4 Fractional Shares. The Company shall not be required
to issue fractional shares upon the settlement of the Award. 
 8. TAX WITHHOLDING. 

8.1 In General. Regardless of any action taken by the Company or any other Participating Company with respect to any or all
income tax, social insurance, payroll tax, payment on account or other tax-related withholding obligations (the “Tax Obligations”), the Participant acknowledges that the ultimate liability for all Tax
Obligations legally due by the Participant is and remains the Participant’s responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of
the Award, including the grant, vesting or settlement of the Award, the subsequent sale of shares acquired pursuant to such settlement, or the receipt of any dividends and (b) does not commit to structure the terms of the grant or any other
aspect of the Award to reduce or eliminate the Participant’s liability for Tax Obligations. At the time of settlement of the Award, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax
Obligations of the Company and any other Participating Company. In this regard, at the time the Award is settled, in whole or in part, or at any time thereafter as requested by the Company or any other Participating Company, the Participant hereby
authorizes withholding of all applicable Tax Obligations from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Obligations, if any, by each Participating
Company which arise in connection with the Award. Alternatively, or in addition, if permissible under applicable law, including Local Law, the Company or any other Participating Company may (i) sell or arrange for the sale of shares acquired by
the Participant to satisfy the Tax Obligations, and/or (ii) withhold in shares, provided that only the amount of shares necessary to satisfy the minimum withholding amount required by applicable law, including Local Law, is withheld. Finally,
the Participant shall pay to the Company or any other Participating Company any amount of the Tax Obligations that any such company may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied
by the means previously described. The Company shall have no obligation to process the settlement of the Award or to deliver shares until the Tax Obligations as described in this Section have been satisfied by the Participant. 
 8.2 Assignment of Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance with applicable law, including Local
Law, and the Company’s Insider Trading Policy, the Participant shall satisfy the Tax Obligations in accordance with procedures 

  

 5 








 
established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in
a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. Notwithstanding the foregoing, the Participant may elect to pay
by check the amount of the Tax Obligations arising on any vesting date by delivering written notice of such election to the Company on a form specified by the Company for this purpose at least thirty (30) days (or such other period established
by the Company) prior to such vesting date. By making such election, the Participant agrees to deliver a check for the full amount of the Tax Obligations arising on such vesting date to the applicable Participating Company on or before the third
business day following such vesting date. If the Participant elects to pay the Tax Obligations by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized at its discretion, to satisfy the Tax
Obligations through any other means authorized by this Section 8, including by effecting a sale of some or all of the shares being acquired upon settlement of Units, withholding from payroll and any other amounts payable to the Participant or
by withholding shares in accordance with Section 8.3. 
 8.3 Withholding in Shares. The Company may, in its
discretion, permit or require the Participant to satisfy all or any portion of the Tax Obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a fair
market value, as determined by the Company as of the date on which the Tax Obligations arise, not in excess of the amount of such Tax Obligations determined by the applicable minimum statutory withholding rates. Any adverse consequences to the
Participant resulting from the procedure permitted under this Section, including, without limitation, tax consequences, shall be the sole responsibility of the Participant. 
 9. EFFECT OF CHANGE IN CONTROL ON
AWARD. 
 In the event of a Change in
Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, either assume or continue the Company’s rights and
obligations with respect to outstanding Units or substitute for outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in
Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock
on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received
upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event the Acquiror elects not to assume,
continue or substitute for the outstanding Units in connection with a Change in Control, the Award, to the extent of any Units which are then unvested, shall terminate and cease to be outstanding effective as of the time of the Change in Control.
Notwithstanding the foregoing, the Committee may, in its discretion, determine that upon a Change in Control, each Vested Unit (and each unvested Unit if so determined by the Committee) outstanding immediately prior to the Change in Control shall be
canceled in 

  

 6 








 
exchange for payment with respect to each such Unit immediately prior to its cancellation in (a) cash, (b) stock of the Company or the Acquiror or
(c) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control (subject to any required tax withholding).
Such payment shall be made as soon as practicable following the Change in Control. 
 10. ADJUSTMENTS FOR
CHANGES IN CAPITAL STRUCTURE. 
 Subject to any required
action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the
stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number of Units subject to the Award and/or
the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the
Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments
shall be determined by the Committee, and its determination shall be final, binding and conclusive. 
 11. RIGHTS
AS A STOCKHOLDER OR EMPLOYEE. 
 The
Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in
Section 10. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the
Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of
the Participating Company Group to terminate the Participant’s Service at any time. 
 12. LEGENDS.

 The Company may at any time place legends referencing any applicable federal, state or foreign securities law, including
Local Law, restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired
pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section. 
  

 7 








 13. MISCELLANEOUS PROVISIONS. 
 13.1 Termination or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that
except as provided in Section 9 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or
amendment is necessary to comply with applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing. 
 13.2 Nontransferability of the Award. Prior the issuance of shares of Stock on the applicable Settlement Date, neither this Award
nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

 13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this Agreement. 
 13.4 Binding Effect. This Agreement
shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and
assigns. 
 13.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice
required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery
at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service,
with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the
Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver
electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a
link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 
  

 8 








 (b) Consent to Electronic Delivery. The Participant acknowledges that the
Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and Grant Notice, as described in Section 13.5(a). The Participant acknowledges that he or she may receive from the
Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any
documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the
attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to
be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that
he or she is not required to consent to electronic delivery of documents described in Section 13.5(a). 
 13.6
Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect
to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other
than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

 13.7 Applicable Law. This Agreement shall be governed by the laws of the State of California as such laws are
applied to agreements between California residents entered into and to be performed entirely within the State of California. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties as evidenced
by this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of the County of Santa Clara, California, or the federal courts of the
United States for the Northern District of California, and no other courts, where this Agreement is made and/or performed. 
 13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

 9 








 TRUST AGREEMENT 
 (the “Agreement”) 
 Effective
as of January 1, 2006 
 by and between 
 Zoran Corporation 
 of 1390 Kifer Road, Sunnyvale, California 94086, USA 
 (the “Parent
Company”) 
 of the first part; 
 and 
 Zoran Microelectronics Ltd. 
 of Advanced Technology Center, Haifa 31024, Israel 
 (the “Company”) 
 of the second part; 
 and 
 S. Friedman & Co. (Trust) 1992 Ltd. 
 of 1 Matam Towers, Advanced Technology Center, Haifa 
 (the “Trustee”)  
 of the third part; 
  

			
	WHEREAS	  	the Parent Company has adopted certain option and restricted stock unit plans for its employees, directors and advisors, attached hereto as Annex A (the plans, jointly with
their annexes pertaining to Israeli employees, are referred to herein as the “Plans”), for the allotment of options and restricted stock units (jointly herein: “Options”) to, inter alia, the Israeli employees of the
Parent Company, the Company and their affiliates (the “Employees”); and
		
	WHEREAS	  	the Parent Company has granted Options to Employees pursuant to the provisions of Section 102 of the Israeli Income Tax Ordinance [New Version], 1961 (“ITO”), both under its
pre-2003 and post-2003 versions; and
		
	WHEREAS	  	the Parent Company wishes to grant in the future, from time to time, Options to Employees pursuant to the then-current provisions of Section 102 of the ITO in the “Capital Gains
Path”, as defined in Section 102; and
		
	WHEREAS	  	under the Plans and the applicable tax rules pertaining to the Options granted to the Employees, the Options are to be issued in the name of a trustee or to be held by a trustee or in its
control, as applicable, so that such trustee shall exercise dominion over the Options in trust until the end of the holding period according to the terms and conditions set forth in Section 102, the rules promulgated thereunder, the Plans, any
specific agreement between the Company and the Israeli Taxes Authority and this Agreement (hereinafter the “End of the Holding Period”); and









			
	WHEREAS	  	the Company wishes to appoint the Trustee as the trustee for the Options; and
		
	WHEREAS	  	the Trustee has agreed to act as a trustee to the Plans pursuant to the ITO, the Rules, the Plan and this Agreement;

 NOW THEREFORE it is hereby agreed between the parties as follows: 
  

	1.	Recitals and Exhibits, Definitions 

  

	 	1.1.	The Recitals to this Agreement and the Annexes attached hereto form an integral part hereof. 

  

	 	1.2.	The following terms shall have the meaning ascribed to them herein, unless otherwise provided for in this Agreement: 

  

			
	“Tax Rules”	  	means Section 102 of the ITO, the regulations and rules promulgated thereunder (as revised from time to time) and any ruling agreement between the Company and the Israeli Taxes Authority, all
as applicable to any specific grant of Options;
		
	“Holding Period”	  	means the minimal holding period required under the Tax Rules applicable to each Option;
		
	“Grant Agreement”	  	means an agreement between the Company and an Employee governing the grant of Options to the Employee;

  

	2.	Appointment 

 Subject to the approval of the
Israeli Taxes Authority, the Parent Company and the Company hereby appoint the Trustee as trustee for the Plans. 
 To remove any doubt, this
Agreement does not pertain to, nor derogate from, any arrangements between the Parties with respect to options granted to Employees under plans other than those attached in Annex A hereto. 
  

	3.	Trust Procedures and Reports 

  

	 	3.1.	The Company and the Trustee shall cooperate to ensure compliance with the Tax Rules with respect to new grants of Options to Employees, and in particular in the timely filing of any
required notices regarding such grants. 

  

	 	3.2.	As soon as practical after the grant of Options to Employees, the Company shall provide the Trustee with the Grant Agreement signed by the Employee to whom the Options have been
granted. The Grant Agreement shall include, inter alia, the Optionee’s consent to the terms and conditions of this Agreement. 

  

	 	3.3.	 The Trustee shall maintain a trust account with Israel Discount Bank Ltd. or in one or more accounts with another establishment designated by the Company (the




  

 - 11 - 









	 	 
“Trust”), to which all proceeds from the exercise of Options shall be transferred and from which such proceeds shall be dispersed to the Employees
after the Company and the Trustee ensure that the taxes due have been paid. 


  

	 	3.4.	In the event the Parent Company grants, in accordance with the Plans, an Employee rights to purchase shares or if bonus shares are issued to an Employee, in connection with Options
originally granted (the “Additional Shares”) then all such Additional Shares shall be subject to the terms applicable to the original Options, in respect of which the Additional Shares were allocated under the Plans, the Tax Rules
and this Agreement. 

  

	 	3.5.	The Trustee hereby undertakes to maintain control of the Options until the end of the applicable Holding Period. Without derogating from the aforesaid, the Trustee shall continue to
maintain control over the Options (or any shares received upon their exercise) after the end of the Holding Period until their release at the request of the Employee, subject to this Agreement and the relevant Plan. 

  

	 	3.6.	The process of exercise of the Options and sale of the shares upon such exercise shall be established in writing between the Company and the Trustee from time to time, provided that
such process shall be in accordance with the Tax Rules. 

 The Trustee acknowledges that it is aware of the fact that the Parent
Company has instituted a system for on-line option exercise and sale by its employees, including the Employees, administrated by E*Trade and supervised by the Parent Company. The Parent Company and the Company hereby warrant that adequate measures
will be taken to ensure the Trustee’s control over the Options, any securities resulting from their exercise and any proceeds from the sale of the same, and acknowledge that the provisions of section 4 below shall apply to the reports generated
by that system. 
  

	 	3.7.	By January 31 of each year, the Company shall transfer to the Trustee all the required documents in order to complete the Annual Report to the Israeli Tax Authority
(“Annual Report”). By no later than February 20 of each year, the Trustee shall furnish the Company with a draft of the Annual Report and the Company shall deliver its written approval or comments by no later than on
March 20. The Trustee shall submit the Annual Report to the Taxes Authority by no later than March 31. 

  

	4.	Liability of the Trustee 

  

	 	4.1.	 The Trustee may act in reliance upon, and shall incur no liability for or in respect of any action taken or omitted to be taken or any implication or result of such
act or omission in reliance upon, any notice, direction, consent, certificate, or other document or electronically transmitted message received by the Trustee which appears to be signed by or originated from the Company, the Parent Company, their
representatives and consultants, or the Employee. The Trustee may assume the 



  

 - 12 - 









	 	 
authenticity of all originals or copies thereof, the genuineness of all signatures and the due authenticity and authority of all persons executing or
providing such documents and messages and the due execution and delivery thereof. The Trustee may act in reliance upon copies of originals presented to him. The Trustee may assume that all facts communicated to the Trustee by the Company and/or the
Employee are true and correct. 


  

	 	4.2.	Without derogating from the foregoing, the Trustee may, but is in no way obligated to, perform independent inquiries in order to supervise the performance of the Plan and related
agreements, including: (i) verification with Employees, the Parent Company’s transfer agent and any other person it deems fit, (ii) request of documents and written or verbal confirmations, with which the Company shall
comply. 

  

	 	4.3.	The Trustee shall not be responsible for any failure by the Company or the Employees to comply with any of their respective covenants contained in this Agreement, the Plan, the Tax
Rules, the Grant Agreements or any other agreement. 

  

	 	4.4.	Notwithstanding anything to the contrary contained herein, if the Trustee shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, direction or
other document with respect to this Agreement which, in its opinion, is or may be in conflict with any of the provisions of this Agreement or applicable law, or should it be advised that a dispute has arisen with respect to the Options, or right of
possession of the Options or any part thereof (or as to the delivery, non-delivery, or content of any notice, advice, direction or other document), the Trustee shall be entitled (but not obligated), without any liability or obligation to anyone, to
refrain from taking any action other than to use its best efforts to keep the Options safely until the Trustee shall be directed otherwise in writing by all the interested parties or by an order, decree or judgment of a court of competent
jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is no longer subject to appeal, but the Trustee shall be under no duty to institute or to defend any proceeding, although it may institute or defend the
same. 

  

	5.	Waiver and Indemnification 

 By signing this
Agreement or the Grant Agreement, as applicable, the Parent Company, the Company and the Employee confirm and consent that the Trustee shall not be liable for, and each of the Parent Company, the Company and the Employee irrevocably waives any
right, demand or claim against the Trustee pertaining to or in connection with: (i) any act, omission or default pertaining to the Plans, the Options or the performance of the trust prior to the commencement of the Trust by the Trustee;
(ii) the commencement of the Trust by the Trustee; (iii) the performance of the trust by the Trustee; or (iv) termination of the Trust, except for cases of gross negligence or willful misconduct by the Trustee.

 Without derogating form the above, the Parent Company, the Company and the Employee shall fully indemnify and compensate the Trustee for
any loss, damage, cost or expense 

  

 - 13 - 








 
(including reasonable legal fees and expenses sustained by the Trustee in connection therewith), resulting from or connected with its actions (or omissions)
as Trustee, except for cases of gross negligence or willful misconduct by the Trustee. 
  

	6.	Adding Additional Parties 

 The Parties
acknowledge that the Parent Company has, and may have in the future, additional Israeli subsidiaries which it may wish to add to this Agreement, and have the Trustee act as trustee for the options granted to such subsidiaries’ Israeli employees
under the Tax Rules pertaining to these options, subject to the terms and conditions hereof. The Parent company, the relevant subsidiary and the Trustee shall execute a rider agreement, according to which the subsidiary shall become a Party to this
Agreement, and the company hereby consents in advance to such addition. 
  

	7.	Termination 

  

	 	7.1.	The Trustee shall be entitled to resign from its position as trustee at such time as it sees fit by giving at least sixty (60) days’ prior written notice to the Parent
Company and the Company to that effect, subject to the approval of the tax authorities (hereinafter: “Date of Resignation”), if such an approval is required, which the Parent Company and the Company shall make all reasonable efforts
to obtain. 

  

	 	7.2.	The Parent Company and the Company shall be entitled to remove the Trustee from its position, subject to the approval of the tax authorities (which the Parent Company and the
Company shall make all reasonable efforts to obtain if such an approval is required), at such time as they see fit upon giving at least sixty (60) days’ prior written notice to the Trustee. 

  

	 	7.3.	The Trustee shall cooperate with the Parent Company and the Company in the execution of the replacement of the Trustee by the appointment of a new trustee, and shall take any
reasonable required action to consummate such an appointment, provided, however, that the Trustee shall bear no expenses in connection with said appointment. 

 Upon resignation or removal of the Trustee as aforesaid, the Trustee shall deliver to the new trustee the Options and any shares and any cash in its possession or control, in order that the new Trustee may hold the
same upon trust for the Employees. Likewise, the Trustee shall deliver to the new trustee all information in its possession in connection with the trusteeship created under this Agreement. 
  

	 	7.4.	The provisions of sections 4 and 5 hereof shall survive the termination of the Trust and this Agreement. 

  

 - 14 - 









	8.	Governing Law and Jurisdiction 

  

	 	8.1.	This Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel, without giving effect to its rules regarding conflict of laws.


  

	 	8.2.	The exclusive venue for litigation on any matter relating to this Agreement shall be the court with competent jurisdiction in the District of Tel Aviv, Israel.


 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first above written:

  

									
	Zoran Corporation	 		 	Zoran Microelectronics Ltd.
					
	By:	 	 	 		 	By:	 	 
	Name:	 	Karl Schneider	 		 	Name:	 	Karl Schneider
	Title:	 	SVP and C.F.O	 		 	Title:	 	C.F.O
			
	S. Friedman & Co. (Trust) 1992 Ltd.	 		 	
					
	By:	 	 	 		 		 	
	Name:	 	 	 		 		 	
	Title:	 	 	 		 		 	

  

 - 15 - 








 ZORAN CORPORATION 
 RESTRICTED STOCK UNITS AGREEMENT 
 (For Participants in France) 
 Zoran Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant
Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set
forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Zoran Corporation 2005 Equity Incentive Plan (the “U.S. Plan”), as amended to the Date of Grant, and the Rules of the
Zoran Corporation 2005 Equity Incentive Plan for Grantees of Restricted Stock Units in France (the “French Units Plan”), as amended to the Date of Grant (collectively, the “Plan”), the provisions of
which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus
for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement,
the U.S. Plan and the French Units Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement, the U.S. Plan and/or the
French Units Plan. 
 The Units granted hereunder are intended to qualify for favorable tax and social security treatment as provided under
relevant French law (“French-qualified Units”). However, the Company does not undertake to maintain the status of the Units as French-qualified Units, and the Participant will be responsible for his or her own tax and social
security liabilities if the Units are no longer treated as French-qualified Units. 
 1. DEFINITIONS AND
CONSTRUCTION. 
 1.1 Definitions. Unless otherwise defined herein, capitalized
terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. 
 1.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular
shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 2. CERTAIN CONDITIONS OF THE AWARD. 
 2.1 Compliance with French Law. Unless otherwise stated in the Plan or this Agreement, the Participant agrees that the Participant
will not acquire shares of Stock pursuant to the Award or transfer, assign, sell or otherwise deal with such shares except in compliance with the laws then applicable in France (“French Law”). 
 2.2 Employment Conditions. In accepting the Award, the Participant acknowledges that: 
 (a) The Participant’s right to receive shares in settlement of the Award after termination of Service, if any, will be measured by
the date of termination of the Participant’s active Service, subject to the provisions of Section 6, below. 
 (b)
The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement. 
 (c) The grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of
Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past. 
 (d) All decisions with
respect to future Award grants, if any, will be at the sole discretion of the Company. 







 (e) The Participant’s participation in the Plan shall not create a right to further
Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. 
 (f) The Participant is voluntarily participating in the Plan. 
 (g) The Award is an extraordinary item that does not constitute compensation of any kind for Service of any kind rendered to any
Participating Company, and which is outside the scope of the Participant’s employment contract, if any. 
 (h) The Award
is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for any Participating Company. 
 (i) In the event that the Participant is not an employee of the Company, the Award grant and the Participant’s participation in the
Plan will not be interpreted to form an employment contract or relationship with the Company; and, furthermore, the Award grant will not be interpreted to form an employment contract with any other Participating Company. 
 (j) The future value of the underlying shares of Stock is unknown and cannot be predicted with certainty. If the Participant obtains
shares upon settlement of the Award, the value of those shares may increase or decrease. 
 (k) No claim or entitlement to
compensation or damages arises from termination of the Award or diminution in value of the Award or shares acquired upon settlement of the Award resulting from termination of the Participant’s Service (for any reason, whether or not in breach
of French Law or any other applicable local law) and the Participant irrevocably releases the Company and each other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, then, by signing the Grant Notice, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. 
 (l) The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation
in the Plan, or the Participant’s acquisition or sale of the underlying shares of Stock. 
 (m) The Participant is hereby
advised to consult his or her own personal tax, legal and financial advisors regarding participation in the Plan before taking any action in relation to the Plan. 
 2.3 Data Privacy Consent. 
 (a) The Participant hereby expressly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other
Award grant materials by and among the members of the Participating Company Group for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. 
 (b) The Participant understands that the Participating Company Group holds certain personal information about the Participant,
including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company,
details of all Awards or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan
(“Data”).  
 (c) The Participant understands that Data may be transferred to any third
parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in 

  

 2 








 
France or elsewhere, such as in the United States, and that the recipient’s country may have different data privacy laws and protections than France.
The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the
Participating Company Group, E*Trade Financial Services, Inc. and any other recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any shares acquired upon settlement of the Award. The
Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request
additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources
representative. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the
Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Participant’s local human resources representative. 
  

 3 








 3. ADMINISTRATION. 
 All questions of interpretation concerning the Grant Notice, this Agreement and the Plan shall be determined by the Committee. All determinations by the
Committee shall be final and binding upon all persons having an interest in the Award subject to this Agreement. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election. 
 4. THE AWARD. 
 4.1 Grant of Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of the Grant Notice, this
Agreement and the Plan, the Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 11. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one
(1) share of Stock. 
 4.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than withholding for applicable Tax Obligations, as defined and provided in Section 9.1) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be services
rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of service rendered to a Participating Company, which shall
be considered the par value of the shares of Stock issued upon settlement of the Units. 
 5. VESTING OF
UNITS. 
 The Units shall vest and become Vested Units as provided in the Grant Notice.
For purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such
corporation is a Participating Company both before and after the Ownership Change Event. 
 6. TERMINATION
OF SERVICE. 
 6.1 Death. In accordance with the provisions of Sections 9 and 12
of the French Units Plan, if the Participant’s Service terminates by reason of the Participant’s death before the Vesting Date of the Units, all transferable to the Participant’s heirs. The Company shall issue the shares of Stock
underlying the Units to the Participant’s heirs, at their request, if such request occurs within six (6) months following the death of the Participant. If the Participant’s heirs do not request the issuance of the shares of Stock
underlying the Units within six (6) months of the Participant’s death, as provided herein, the Units shall automatically expire. 
 6.2 Reasons other than Death. In the event that the Participant’s Service terminates for any reason other than death or no reason, with or without cause, the Participant shall forfeit and the Company shall
automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 
 7. SETTLEMENT OF THE AWARD. 
 7.1 Issuance of Shares of Stock. Subject to the provisions of Section 7.3, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on
such date one (1) share of Stock. Shares of Stock issued in settlement of Units shall be subject to restrictions on transfer as provided in Section 7.3, Section 8, Section 9, and the Company’s Insider Trading Policy.

 7.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the
Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the 

  

 4 








 
Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is
settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 7.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of
United States federal or state law, French Law and other local law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign
securities laws, including French Law and other local law, or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory
body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such
shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 
 7.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award. 
 8. RESTRICTIONS ON TRANSFER OF STOCK. 
 8.1 In General. In accordance with the provisions of Sections 5 and 6 of the French Units Plan, the Participant may not vest in any
of his or her French-qualified Units prior to the second anniversary of the applicable Date of Grant, or such other period as is required to comply with the mandatory minimum holding period applicable to the French-qualified Units under Section L.
225-197-1 of the French Commercial Code, as amended, or relevant sections of the French Tax Code and French Social Security Code, as amended, to benefit from the favorable tax and social security regime; provided, however, that this mandatory
minimum holding period shall not apply in the event of the Participant’s termination of Service by reason of death or Disability. Further, the Participant shall not be permitted to sell or transfer any shares of Stock issued upon settlement of
the French-qualified Units until the second anniversary of the applicable Vesting Date for those specific shares (i.e., shares issued on the second anniversary of the Date of Grant may not be sold or otherwise transferred until the fourth
anniversary of Date of Grant; shares issued on the third anniversary of the Date of Grant may not be sold or otherwise transferred until the fifth anniversary of the Date of Grant, etc.), or such other period as is required to comply with the
minimum holding period applicable to shares of Stock underlying the French-qualified Units under Section L. 225-197-1 of the French Commercial Code, as amended, or relevant sections of the French Tax Code and French Social Security Code, as amended,
to benefit from the favorable tax and social security regime; provided, however, that this minimum holding period shall not apply in the event of the Participant’s termination of Service by reason of death or Disability. Furthermore, the shares
of Stock underlying French-qualified Units cannot be sold during certain Closed Periods (as defined in Section 2(a) of the French Units Plan and as interpreted by the French administrative guidelines), to the extent applicable under French law.

 8.2 Managing Directors in France. Notwithstanding any provision in this Agreement, if the Participant is a managing
director under French law (“mandataires sociaux,” i.e., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué,
Membre du Directoire, Gérant de Sociétés par actions), the Participant must hold 20% of the Shares acquired upon settlement of the Units in a brokerage account designated by the Company, until such time as the
Participant ceases to serve as a managing director. The Committee shall exercise its discretion under this Section 8.2 only to the extent that it is a requirement for French-qualified Units to impose such restrictions on managing directors.

 9. TAX WITHHOLDING. 
 9.1 In General. Regardless of any action taken by the Company or any other Participating Company with respect to any or all income
tax, social insurance, payroll tax, payment on account or other tax-related withholding obligations (the “Tax Obligations”), the Participant acknowledges that the ultimate liability for 

  

 5 








 
all Tax Obligations legally due by the Participant is and remains the Participant’s responsibility and that the Company (a) makes no
representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Award, including without limitation the grant, vesting or settlement of the Award, the subsequent sale of shares acquired pursuant to
such settlement, or the receipt of any dividends and (b) does not commit to structure the terms of the grant or any other aspect of the Award to reduce or eliminate the Participant’s liability for Tax Obligations. 
 Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or any other
Participating Company to satisfy all Tax Obligations. In this regard, the Participant authorizes the Company and/or any other Participating Company, in their sole discretion and pursuant to such procedures as the Company may specify from time to
time, to withhold any Tax Obligations necessary to comply with legal requirements by either or both of the following means: (i) arranging for the sale of shares of Stock acquired upon settlement of the Award (on the Participant’s behalf
and at the Participant’s direction pursuant to this authorization) and withholding from the cash proceeds; and/or (ii) withholding, within legal limits, from any wages or other cash compensation paid to the Participant by the Company
and/or any other Participating Company or from any equivalent cash payment received in connection with the Award. If the Tax Obligations are satisfied by withholding a number of shares as described herein, the Participant shall be deemed, for tax
purposes only, to have been issued the full number of shares of Stock subject to the vested portion of the Award, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax Obligations arising from the Award. The
Participant shall pay to the Company and/or any other Participating Company any amount of Tax Obligations that is required to be withheld in connection with the Units that cannot be satisfied by the means previously described. The Company shall have
no obligation to process the settlement of the Award or to deliver shares until the Tax Obligations as described in this Section have been satisfied by the Participant. 
 9.2 Assignment of Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance with applicable law, including, without
limitation, French Law or other local law, and the Company’s Insider Trading Policy, the Participant shall satisfy the Tax Obligations in accordance with procedures established by the Company providing for delivery by the Participant to the
Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon
settlement of Units. Notwithstanding the foregoing, the Participant may elect to pay by check the amount of the Tax Obligations arising at the taxable event by delivering written notice of such election to the Company on a form specified by the
Company for this purpose at least thirty (30) days (or such other period established by the Company) prior to the date of such taxable event. By making such election, the Participant agrees to deliver a check for the full amount of the Tax
Obligations arising at such taxable event to the applicable Participating Company on or before the third business day following such taxable event. If the Participant elects to pay the Tax Obligations by check but fails to make such payment as
required by the preceding sentence, the Company is hereby authorized, at its discretion, to satisfy the Tax Obligations through any other means authorized by this Section 9, including by effectuating a sale of some or all of the shares being
acquired upon settlement of Units, withholding from payroll and any other amounts payable to the Participant or by withholding shares in accordance with Section 9.3. 
 9.3 Withholding in Shares. The Company may, in its discretion and if permissible under French Law, permit or require the
Participant to satisfy all or any portion of the Tax Obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a Fair Market Value, as determined by the
Company as of the date on which the Tax Obligations arise, equal to the amount of such Tax Obligations determined by the applicable minimum statutory withholding rates. Any adverse consequences to the Participant resulting from the procedure
permitted under this Section 9.3, including, without limitation, tax consequences, shall be the sole responsibility of the Participant. 
 10. EFFECT OF CHANGE IN CONTROL ON AWARD. 
 In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the
“Acquiror”), may, without the consent of the Participant, either assume or continue the Company’s rights and obligations with respect to outstanding Units or substitute for outstanding Units substantially equivalent
rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and 

  

 6 








 
conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder
of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the
consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event the
Acquiror elects not to assume, continue or substitute for the outstanding Units in connection with a Change in Control, the Award, to the extent of any Units which are then unvested, shall terminate and cease to be outstanding effective as of the
time of the Change in Control. Notwithstanding the foregoing, the Committee may, in its discretion, determine that upon a Change in Control, each Vested Unit (and each unvested Unit if so determined by the Committee) outstanding immediately prior to
the Change in Control shall be canceled in exchange for payment with respect to each such Unit immediately prior to its cancellation in (a) cash, (b) stock of the Company or the Acquiror or (c) other property which, in any such case,
shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control (subject to any required tax withholding). Such payment shall be made as soon as practicable
following the Change in Control. If a Change in Control occurs and the Acquiror assumes or substitutes the Units granted pursuant to the Award, the Units may no longer qualify for the favorable tax and social security treatment under the French
Units Plan and the Participant would be liable for his or her own tax and social security liabilities. 
 11.
ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. 
 Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effectuated without receipt of
consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a
material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution
or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effectuated without receipt of consideration by the Company.”
Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive. To the
extent such adjustments do not conform to Sections L. 225-181 and 228-99 of the French Commercial Code, as amended, such adjustments may result in a loss of the favorable tax and social security treatment intended under the French Units Plan and the
Participant would be liable for his or her own tax and social security liabilities. 
 12. REPURCHASE
RIGHTS. 
 Notwithstanding the provisions of Section 19 of the U.S. Plan, the Company cannot
repurchase the Participant’s shares of Stock before the expiration of the minimum holding period for French-qualified Units. 
 13.
RIGHTS AS A STOCKHOLDER OR EMPLOYEE. 
 The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued,
except as provided in Section 11. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the
Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way
with any right of the Participating Company Group to terminate the Participant’s Service at any time. 
  

 7 








 14. LEGENDS. 
 The Company may at any time place legends referencing any applicable federal, state or foreign securities law, including local law,
restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to
this Award in the possession of the Participant in order to carry out the provisions of this Section. 
 15.
MISCELLANEOUS PROVISIONS. 
 15.1 Termination or Amendment. The Committee
may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 10 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights
under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.
For purposes of this Section 15.1, a termination or amendment of the Plan or Award effectuated by the Committee which results in the loss of the favorable tax and social security treatment intended by the French Units Plan (including, without
limitation, a termination or amendment under Section 11) will not be deemed to have adversely affected this Award or any unvested portion hereof. 
 15.2 Nontransferability of the Award. Prior the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights
with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant. 
 15.3
Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 
 15.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the
restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns. 
 15.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail
address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and
fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 
 (a) Description of Electronic Delivery. The Plan documents, which may include, but do not necessarily include: the
U.S. Plan, the French Units Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the
Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 15.5(a) of this
Agreement and consents to the electronic delivery of the Plan documents and Grant Notice, as described in Section 15.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered
electronically at no cost to the Participant by contacting the Company by 

  

 8 








 
telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of
such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 15.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has
provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to
consent to electronic delivery of documents described in Section 15.5(a). 
 15.6 Integrated Agreement. The Grant
Notice, this Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein
or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for
herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect. 
 15.7 Applicable Law. This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within the State of California. The French Units Plan and the provisions of French Law referenced herein shall be interpreted in accordance with the relevant provisions set forth
in French tax and social security laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties as evidenced by this Agreement, the parties hereby submit to and consent to the jurisdiction of
the State of California and agree that such litigation shall be conducted only in the courts of the County of Santa Clara, California, or the federal courts of the United States for the Northern District of California, and no other courts, where
this Agreement is made and/or performed. 
 15.8 Language. 
 (a) If Participant has received this Agreement, or any other document related to the Plan, translated into a language other than English,
and, if the translated version differs in substance from the English version, the English version shall control. 
 (b) By
signing and returning the Grant Notice, the Participant confirms having read and understood the documents relating to this grant (the U.S. Plan, as limited by the French Sub-Plan and this Agreement) which were provided in the English language. The
Participant accepts the terms of those documents accordingly. 
 En signant et renvoyant la Notice d’Attribution, le
Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan U.S., dans les limites fixées par le Sous-Plan pour la France et ce Contrat d’Attribution) qui lui ont été
communiqués en langue anglaise. Le Participant en accepte les termes en connaissance de cause. 
 15.9
Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 15.10 Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
  

 9 








 ZORAN CORPORATION 
 NOTICE OF GRANT OF STOCK OPTION 
 (For U.S. Participants) 
 The Participant has been granted an option (the “Option”) to purchase certain shares of Stock of Zoran Corporation pursuant to the
Zoran Corporation 2005 Equity Incentive Plan (the “Plan”), as follows: 
  

							
	Participant:	  	_______________	  	Employee ID:  	 	____________
		
	Date of Grant:	  	_______________
		
	Number of Option Shares:	  	_______________
		
	Exercise Price:	  	$______________
		
	Initial Vesting Date:	  	The date one (1) year after [vesting commencement date]
		
	Option Expiration Date:	  	The date ten (10) years after the Date of Grant
		
	Tax Status of Option:	  	_______________ Stock Option. (Enter “Incentive” or “Nonstatutory.” If blank, this Option will be a Nonstatutory.)
		
	Vested Shares:	  	Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number
of Option Shares by the “Vested Ratio” determined as of such date as follows:
			
	 	  	 	 	 Vested Ratio

		  	Prior to Initial Vesting Date	 	0
		  	On Initial Vesting Date, provided the Participant’s Service has not terminated prior to such date	 	1/4
			
		  	Plus	 	
		  	For each additional full month of the Participant’s continuous Service from Initial Vesting Date until the Vested Ratio equals 1/1, an additional	 	1/48
		
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Stock Option Agreement to the
contrary, supersede any inconsistent term or condition set forth in the Stock Option Agreement to the extent intended by such Superseding Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Option is governed by this Grant Notice and by the provisions of the Plan and the Stock Option Agreement, both of which are made a part of this document. The Participant acknowledges that copies of the
Plan, the Stock Option Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The
Participant represents that the Participant has read and is familiar with the provisions of the Plan and the Stock Option Agreement, and hereby accepts the Option subject to all of their terms and conditions. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By: 	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; Stock Option Agreement, Exercise Notice and Plan Prospectus








 ZORAN CORPORATION 
 NOTICE OF GRANT OF STOCK OPTION 
 (For Non-U.S. Participants) 
 The Participant has been granted an option (the “Option”) to purchase certain shares of Stock of Zoran Corporation pursuant to the
Zoran Corporation 2005 Equity Incentive Plan (the “Plan”), as follows: 
  

							
	Participant:	  	_______________	  	Employee ID:  	 	____________
		
	Date of Grant:	  	_______________
		
	Number of Option Shares:	  	_______________
		
	Exercise Price:	  	$______________
		
	Initial Vesting Date:	  	The date one (1) year after [vesting commencement date]
		
	Option Expiration Date:	  	The date ten (10) years after the Date of Grant
		
	Tax Status of Option:	  	[Reserved]
		
	Local Law:	  	The laws, rules and regulations of [Name of Country], of which the Participant is a resident.
		
	Vested Shares:	  	Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number
of Option Shares by the “Vested Ratio” determined as of such date as follows:
			
	 	  	 	 	 Vested Ratio

		  	Prior to Initial Vesting Date	 	0
			
		  	On Initial Vesting Date, provided the Participant’s Service has not terminated prior to such date	 	1/4
			
		  	Plus	 	
		  	For each additional full month of the Participant’s continuous Service from Initial Vesting Date until the Vested Ratio equals 1/1, an additional	 	1/48
		
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Stock Option Agreement to the
contrary, supersede any inconsistent term or condition set forth in the Stock Option Agreement to the extent intended by such Superseding Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Option is governed by this Grant Notice and by the provisions of the Plan and the Stock Option Agreement, both of which are made a part of this document. The Participant acknowledges that copies of the
Plan, the Stock Option Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The
Participant represents that the Participant has read and is familiar with the provisions of the Plan and the Stock Option Agreement, and hereby accepts the Option subject to all of their terms and conditions. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By: 	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; Stock Option Agreement, Exercise Notice and Plan Prospectus








 ZORAN CORPORATION 
 NOTICE OF GRANT OF STOCK OPTION 
 (For Participants in France) 
 The Participant has been granted an option (the “Option”) to purchase certain shares of Stock of Zoran Corporation pursuant to the
Zoran Corporation 2005 Equity Incentive Plan (the “U.S. Plan”), as amended to the Date of Grant, and the Rules of the Zoran Corporation 2005 Equity Incentive Plan for Optionees in France (the “French
Option Plan”), as amended to the Date of Grant (collectively, the “Plan”) as follows: 
  

							
	Participant:	  	_______________	  	Employee ID:  	 	____________
		
	Date of Grant:	  	_______________
		
	Number of Option Shares:	  	_______________
		
	Exercise Price:	  	$______________
		
	Initial Vesting Date:	  	The date one (1) year after Date of Grant
		
	Option Expiration Date:	  	The date nine and one-half (9 1/2) years after the Date of
Grant
		
	Local Law:	  	The laws, rules and regulations of [Name of Country], of which the Participant is a resident.
		
	Vested Shares:	  	Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number
of Option Shares by the “Vested Ratio” determined as of such date as follows:
			
	 	  	 	 	 Vested Ratio

		  	Prior to Initial Vesting Date	 	0
		  	On Initial Vesting Date, provided the Participant’s Service has not terminated prior to such date	 	1/4
			
		  	Plus	 	
		  	For each additional full month of the Participant’s continuous Service from Initial Vesting Date until the Vested Ratio equals 1/1, an additional	 	1/48
		
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Stock Option Agreement to the
contrary, supersede any inconsistent term or condition set forth in the Stock Option Agreement to the extent intended by such Superseding Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Option is governed by this Grant Notice and by the provisions of the U.S Plan, the French Option Plan and the Stock Option Agreement, both of which are made a part of this document. The Participant
acknowledges that copies of the U.S. Plan, the French Option Plan, the Stock Option Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to
the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the U.S. Plan, the French Option Plan and the Stock Option Agreement, and hereby accepts the Option
subject to all of their terms and conditions. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By: 	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; the Rules of the Zoran Corporation 2005 Equity Incentive Plan for Optionees in France; Stock Option Agreement; Exercise Notice and
Plan Prospectus








 ZORAN CORPORATION 
 NOTICE OF GRANT OF RESTRICTED STOCK 
 (For U.S. Participants) 
 The Participant has been granted an award (the “Award”) pursuant to the Zoran Corporation 2005 Equity Incentive Plan (the
“Plan”) of certain shares of Stock (the “Shares”), as follows: 
  

							
	Participant:	  	_______________	  		  	Employee ID:  ____________
				
	Date of Grant:	  	_______________	  		  	
				
	Total Number of Shares:	  	_______________	  		  	
		
	Vested Shares:	  	Except as provided in the Restricted Stock Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Shares
shall cumulatively increase on each respective date set forth below by the number of shares set forth opposite such date, as follows:
				
	 	  	 Vesting Date
	  	 No. Shares Vesting
	  	 Cumulative
 No. Vested Shares

		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Restricted Stock Agreement to the
contrary, supersede any inconsistent term or condition set forth in the Restricted Stock Agreement to the extent intended by such Superseding Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Plan and the Restricted Stock Agreement, both of which are made part of this document. The Participant acknowledges that copies of the
Plan, Restricted Stock Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The
Participant represents that the Participant has read and is familiar with the provisions of the Plan and the Restricted Stock Agreement, and hereby accepts the Award subject to all of their terms and conditions. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By:	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Agreement; Assignment Separate from Certificate and Plan Prospectus








 ZORAN CORPORATION 
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 
 (For U.S. Participants) 
 The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to the Zoran Corporation 2005 Equity
Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock of Zoran Corporation, as follows: 
  

							
	Participant:	  	_______________	  		  	Employee ID:  ____________
				
	Date of Grant:	  	_______________	  		  	
		
	Number of Restricted
Stock Units:	  	_______________ , subject to adjustment as provided by the Restricted Stock Units Agreement.
		
	Settlement Date:	  	For each Restricted Stock Unit, except as otherwise provided by the Restricted Stock Units Agreement, the date on which such unit becomes a Vested Unit in accordance with the
vesting schedule set forth below.
		
	Vested Units:	  	Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested
Units shall cumulatively increase on each respective date set forth below by the number of units set forth opposite such date, as follows:
				
	 	  	 Vesting Date
	  	 No. Units Vesting
	  	 Cumulative
 No. Vested Units

		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Restricted Stock Units Agreement to
the contrary, supersede any inconsistent term or condition set forth in the Restricted Stock Units Agreement to the extent intended by such Superseding Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Award is governed by this Notice and by the provisions of the Plan and the Restricted Stock Units Agreement, both of which are made a part of this document. The Participant acknowledges that copies of the
Plan, Restricted Stock Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The
Participant represents that the Participant has read and is familiar with the provisions of the Plan and Restricted Stock Units Agreement, and hereby accepts the Award subject to all of their terms and conditions. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By:	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus








 ZORAN CORPORATION 
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 
 (For Non-U.S. Participants) 
 The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to the Zoran Corporation 2005 Equity
Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock of Zoran Corporation, as follows: 
  

							
	Participant:	  	First Name Last Name	  		 	Employee ID:  ____________
		
	Date of Grant:	  	Option Date
		
	Number of Restricted
Stock Units:	  	Shares, subject to adjustment as provided by the Restricted Stock Units Agreement.
		
	Settlement Date:	  	For each Restricted Stock Unit, except as otherwise provided by the Restricted Stock Units Agreement, the date on which such unit becomes a Vested Unit in accordance with the
vesting schedule set forth below.
		
	Local Law:	  	The laws, rules and regulations of [Name of Country], of which the Participant is a resident.
		
	Vested Units:	  	Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested
Units shall cumulatively increase on each respective date set forth below by the number of units set forth opposite such date, as follows:
				
	 	  	 Vesting Date
	  	 No. Units Vesting
	 	 Cumulative
 No. Vested Units

		  		  		 	
		  		  		 	
		  		  		 	
		  		  		 	
		  		  		 	
		  		  		 	
		
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Restricted Stock Units Agreement to
the contrary, supersede any inconsistent term or condition set forth in the Restricted Stock Units Agreement to the extent intended by such Superseding Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Award is governed by this Notice and by the provisions of the Plan and the Restricted Stock Units Agreement, both of which are made a part of this document. The Participant acknowledges that copies of the
Plan, Restricted Stock Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The
Participant represents that the Participant has read and is familiar with the provisions of the Plan and Restricted Stock Units Agreement, and hereby accepts the Award subject to all of their terms and conditions. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By:	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus








 ZORAN CORPORATION 
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 
 (For Participants in France) 
 The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to the Zoran Corporation 2005 Equity Incentive Plan
(the “U.S. Plan”), as amended to the Date of Grant, and the Rules of the Zoran Corporation 2005 Equity Incentive Plan for Grantees of Restricted Stock Units in France (the “French Units Plan”)
(collectively, the “Plan”), as amended to the Date of Grant, each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock of Zoran Corporation, as follows: 
  

									
	Participant:	  	_______________	  		  	Employee ID:   ___________
			
	Date of Grant:	  	_______________	  	
		
	Number of Restricted
Stock Units:	  	_______________, subject to adjustment as provided by the Restricted Stock Units Agreement (the “Units Agreement”).
		
	Settlement Date:	  	For each Restricted Stock Unit (“Unit”), except as otherwise provided by the Units Agreement, the date on which such unit becomes a Vested Unit in accordance with the
vesting schedule set forth below, which must be more than two (2) years following the Date of Grant.
		
	Vested Units:	  	Except as provided in the Units Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Units shall
cumulatively increase on each respective date set forth below by the number of units set forth opposite such date, as follows:
				
	 	  	 Vesting Date
	  	 No. Units Vesting
	  	 Cumulative
 No. Vested Units

		  	2 Years from Date of Grant	  	50%	  	50%
		  	3 Years from Date of Grant	  	25%	  	75%
		  	4 Years from Date of Grant	  	25%	  	100%
		
	Superseding Agreement:	  	[None] [Zoran Corporation Executive Retention and Severance Plan]
		
		  	The terms and conditions of the foregoing Superseding Agreement to which the Participant is a party shall, notwithstanding any provision of the Units Agreement to the contrary,
supersede any inconsistent term or condition set forth in the Units Agreement to the extent intended by such Superseding Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Award is governed by this Notice and by the provisions of the Plan and the Units Agreement, both of which are made a part of this document. The Participant acknowledges that copies of the U.S. Plan, the
French Units Plan, the Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The
Participant represents that the Participant has read and is familiar with the provisions of the U.S. Plan, the French Units Plan, and the Units Agreement, and hereby accepts the Award subject to all of their terms and conditions. 
  

									
	ZORAN CORPORATION	 		 	PARTICIPANT
				
	By:	 	 	 		 	 
		 		 		 	Signature
				
	Its:	 	 	 		 	 
		 		 		 	Date
			
	 Address:             1390 Kifer Road
	 		 	 
	                             Sunnyvale, CA 94086
	 		 	Address
			
		 		 	 

  

			
	ATTACHMENTS:	  	2005 Equity Incentive Plan, as amended to the Date of Grant; Rules of the Zoran Corporation 2005 Equity Incentive Plan for Grantees of Restricted Stock Units in France, as amended to the Date
of Grant; Restricted Stock Units Agreement and Plan Prospectus