THE BUSINESS
AND/OR ASSETS OF THE COMPANY, EXPRESSLY, ABSOLUTELY AND UNCONDITIONALLY TO
ASSUME AND AGREE TO PERFORM THIS PLAN IN THE SAME MANNER AND TO THE SAME EXTENT
THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION OR
ASSIGNMENT HAD TAKEN PLACE.
FAILURE OF THE COMPANY TO OBTAIN SUCH AGREEMENT
SHALL BE A MATERIAL BREACH OF THIS PLAN AND SHALL ENTITLE THE PARTICIPANT TO
RESIGN FOR GOOD REASON AND TO RECEIVE THE BENEFITS PROVIDED UNDER THIS PLAN IN
THE EVENT OF TERMINATION UPON A CHANGE IN CONTROL.
13.2
ACKNOWLEDGMENT BY COMPANY.
IF, AFTER A CHANGE IN
CONTROL, THE COMPANY FAILS TO REASONABLY CONFIRM THAT IT HAS PERFORMED THE
OBLIGATION DESCRIBED IN SECTION 13.1 WITHIN THIRTY (30) DAYS AFTER WRITTEN
NOTICE FROM THE PARTICIPANT, SUCH FAILURE SHALL BE A MATERIAL BREACH OF THIS
PLAN AND SHALL ENTITLE THE PARTICIPANT TO RESIGN FOR GOOD REASON AND TO RECEIVE
THE BENEFITS PROVIDED UNDER THIS PLAN IN THE EVENT OF TERMINATION UPON A CHANGE
IN CONTROL.
8
13.3
HEIRS AND REPRESENTATIVES OF PARTICIPANT.
THIS
PLAN SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTICIPANT'S
PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS,
DISTRIBUTEES, DEVISES, LEGATEES OR OTHER BENEFICIARIES.
IF THE PARTICIPANT
SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO THE PARTICIPANT HEREUNDER
(OTHER THAN AMOUNTS WHICH, BY THEIR TERMS, TERMINATE UPON THE DEATH OF THE
PARTICIPANT) IF THE PARTICIPANT HAD CONTINUED TO LIVE, THEN ALL SUCH AMOUNTS,
UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF
THIS PLAN TO THE EXECUTORS, PERSONAL REPRESENTATIVES OR ADMINISTRATORS OF THE
PARTICIPANT'S ESTATE.
14.
Notices
14.1
GENERAL.
FOR PURPOSES OF THIS PLAN, NOTICES AND
ALL OTHER COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED OR WHEN MAILED BY
UNITED STATES CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY OVERNIGHT COURIER,
POSTAGE PREPAID, AS FOLLOWS:
(A)
IF TO THE COMPANY:
Zoran Corporation
3112 Scott Boulevard
Santa Clara, California 95054
Attention: President
(B)
IF TO THE PARTICIPANT, AT THE HOME ADDRESS
WHICH THE PARTICIPANT MOST RECENTLY COMMUNICATED TO THE COMPANY IN WRITING.
Either party may provide the other with notices of change of address, which
shall be effective upon receipt.
14.2
NOTICE OF TERMINATION.
ANY TERMINATION BY THE
COMPANY OF THE PARTICIPANT'S EMPLOYMENT DURING THE CHANGE IN CONTROL PERIOD OR
ANY RESIGNATION BY THE PARTICIPANT DURING THE CHANGE IN CONTROL PERIOD SHALL BE
COMMUNICATED BY A NOTICE OF TERMINATION OR RESIGNATION TO THE OTHER PARTY HERETO
GIVEN IN ACCORDANCE WITH SECTION 14.1.
SUCH NOTICE SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS PLAN RELIED UPON, SHALL SET FORTH IN REASONABLE
DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION
UNDER THE PROVISION SO INDICATED, AND SHALL SPECIFY THE TERMINATION DATE.
15.
Termination and Amendment of Plan
This Plan and/or any Participation Agreement executed by a Participant may not
be terminated with respect to such Participant without the written consent of
the Participant.