Exhibit
10.19


ZORAN CORPORATION

AMENDMENT OF

NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS


THIS AMENDMENT OF NONSTATUTORY STOCK OPTION AGREEMENT
FOR OUTSIDE DIRECTORS is made by and between Zoran Corporation, a Delaware
corporation (the “Company”), and                      
(the “Optionee”).


RECITALS


WHEREAS, on                      ,
the Company granted the Optionee an option to purchase              
shares of the Company’s common stock at a price of $          
per share (the “Option”), which was evidenced by a form of Nonstatutory Stock
Option Agreement for Outside Directors (the “Option Agreement”);


WHEREAS, the Option Agreement currently provides for a
one year post-termination exercise period following the Optionee’s termination
of service if the termination was due to the Optionee’s death or Disability (as
defined in the Option Agreement) and a 3 month post-termination exercise period
following the Optionee’s termination of service for terminations due to other
reasons; and


WHEREAS, the Company and the Optionee wish to amend
the Option to provide that if the Optionee ceases to be a director due to the
Optionee’s retirement, or if, after the Optionee has continuously served on the
Board for two years, the Optionee’s service terminates because of the Optionee’s
death or disability, the Option, to the extent unexercised and exercisable,
shall be exercisable at any time prior to the Option Expiration Date (as
defined in the Option Agreement) pursuant to the terms and conditions set forth
below;


AGREEMENT


NOW, THEREFORE, the Company and the Optionee agree as
follows:


1.                                      Effective
Date.  This Amendment is effective as
of              
   , 2001.


2.                                      Exercise
Period Upon Retirement. 
Notwithstanding any provisions of the Option Agreement to the contrary,
the Option Agreement shall be amended as follows:


a.                                       Section
7.1(a) is restated in its entirety to read as follows:


“(a)
Disability. If the Optionee’s Service
with the Participating Company Group is terminated because of the Disability of
the Optionee, the Option, to the extent unexercised and exercisable on the date
on which the Optionee’s Service terminated, may be exercised by the Optionee
(or the Optionee’s guardian or legal representative) at any time prior to the
expiration of one (1) year after the date on which the Optionee’s Service terminated, but in any event no
later than the Option Expiration Date; provided, however, that if the Optionee
has served continuously on the Board for at least 2 years prior to such
termination of Service, the Option, 













to
the extent unexercised and exercisable on the date on which the Optionee’s
Service terminated, may be exercised by the Optionee (or the Optionee’s
guardian or legal representative) at any time prior to the Option Expiration
Date.”


b.                                       Section
7.1(b) is restated in its entirety to read as follows:


“(b)
Death. If the Optionee’s Service with
the Participating Company Group is terminated because of the death of the
Optionee, the Option, to the extent unexercised and exercisable on the date on
which the Optionee’s Service terminated, may be exercised by the Optionee (or
the Optionee’s legal representative or other person who acquired the right to
exercise the Option by reason of the Optionee’s death) at any time prior to the
expiration of one (1) year after the date on which the Optionee’s Service terminated, but in any event no
later than the Option Expiration Date; provided, however, that if the Optionee
has served continuously on the Board for at least 2 years prior to such
termination of Service, the Option, to the extent unexercised and exercisable
on the date on which the Optionee’s Service terminated, may be exercised by the
Optionee (or the Optionee’s legal representative or other person who acquired
the right to exercise the Option by reason of the Optionee’s death) at any time
prior to the Option Expiration Date. The Optionee’s Service shall be deemed to
have terminated on account of death if the Optionee dies within three (3)
months after the Optionee’s termination of Service.”


c.                                       Section
7.1 (c) is restated in its entirety to read as follows:


“(c)
Retirement. If the Optionee’s Service
with the Participating Company Group is terminated because of the “Retirement”
(as defined below) of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee’s Service terminated, may be
exercised at any time prior to the Option Expiration Date. For purposes of this
Option Agreement, “Retirement” shall mean a termination of the Optionee’s
Service as a result of either of the following, provided that the Optionee has
served continuously on the Board for at least 2 years: (i) the Optionee’s
resignation from the Board or (ii) the expiration of the Optionee’s term as a
Director of the Company after the Optionee has declined to stand for
reelection.”


d.                                       Section
7.1(c) shall be redesignated as Section 7.1(d) of the Option Agreement and
shall read as follows:


“(d)
Other Termination of Service. If the
Optionee’s Service with the Participating Company Group terminates for any
reason, except Disability, death or Retirement, the Option, to the extent
unexercised and exercisable by the Optionee on the date on which the Optionee’s
Service terminated, may be exercised by the Optionee within three (3) months
after the date on which the Optionee’s Service terminated, but in any event no
later than the Option Expiration Date.”



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3.                                      Continuation
of Other Terms.  Except as set forth
herein, all other terms and conditions of the Option Agreement shall remain in
full force and effect.


4.                                      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.


	
   

  	
  ZORAN CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
				



 



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