Exhibit 4.1


	
  COMMON
  STOCK

  	
  

  	
  COMMON
  STOCK

  
	
  NUMBER

  	
  SHARES

  
	
   

  	
   

  
	
   

  	
  ZORAN
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF

  DELAWARE

  	
   

  	
  SEE
  REVERSE FOR

  CERTAIN DEFINITIONS

  
	
   

  	
   

  	
  CUSIP 
  98975F 10 1

  
	
   

  	
   

  	
   

  
				



 


THIS CERTIFIES THAT


 


is the record holder of


FULLY PAID AND
NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF


ZORAN
CORPORATION


transferable on the books
of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.


WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


	
  

  SECRETARY

  	
  

  	
  

  PRESIDENT AND
  CHIEF EXECUTIVE OFFICER

  



 


	
  

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  
	
  

  	
  AMERICAN STOCK TRANSFER & TRUST COMPANY

  
	
   

  
	
   

  	
  TRANSFER AGENT AND REGISTRAR

  
	
   

  
	
   

  	
  

  
	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  
						



 











The Corporation
shall furnish without charge to each stockholder who so requests a statement of
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock of the Corporation or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.  Such requests shall be
made to the Corporation’s Secretary at the principal office of the Corporation.


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations.


	
  TEN COM

  	
  —

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT —

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT

  	
  —

  	
  as tenants by the entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN 

  	
  —

  	
  as joint tenants with right of

  	
   

  	
  Under Uniform Gifts to Minors

  
	
   

  	
   

  	
  survivorship and not as tenants in

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
  common

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
  UNIF TRF MIN ACT —

  	
   

  	
  Custodian (Until age

  	
   

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Under Uniform Transfers

  
	
   

  	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
															



 


Additional abbreviations
may also be used though not in the above list.


 


FOR VALUE RECEIVED,
                                                     hereby sell, assign and transfer unto


 


	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


(PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


                                                                                                                                                                                                 Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint


 


                                                                                                                                                                                               Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  



 


 


 


	
  

  	
  X

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  
	
  NOTICE:   

  	
  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
  WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  



 


Signature(s) Guaranteed


 


 


	
  By

  	
   

  	
   

  
	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
  CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
  PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.