UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 6, 2011
ZORAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 0-27246 | | 94-2794449 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
1390 Kifer Road
Sunnyvale, California 94086-5305
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 523-6500
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2011, as part of its review of its performance and retention programs, the Compensation Committee of the Board of Directors (the “Committee”) of Zoran Corporation (the “Company”) approved the grant of restricted stock unit awards and the grant of performance stock option awards to the Company’s named executive officers under the Company’s 2005 Equity Incentive Plan, as amended (the “Plan”).
The Committee approved the grant of restricted stock units and performance stock options (at target) in the amounts indicated in the table below for each of the named executive officers:
| | | | | | | | |
| Name | | 2011 Zoran
Restricted Stock
Units | | | 2011 Zoran
Performance Based
Options | |
Gerzberg, Levy | | | | | | | 350,000 | |
Schneider, Karl | | | | | | | 90,000 | |
Shenberg, Isaac | | | 20,000 | | | | 70,000 | |
The restricted stock units will vest over four years commencing with the anniversary of the grant date and semiannually thereafter. The performance stock options will vest annually over four years based on the achievement of performance targets established by the Committee that are based on corporate and individual performance. Pursuant to the terms of the specific award agreements, each named executive officer must waive particular terms of the Company’s Executive Retention and Severance Plan, as amended (the “Severance Plan”). Specifically, in the event that a “change in control,” as defined in the Plan, results from any merger or other agreement in place at the date of the applicable agreement, including a change in control triggered by the closing of the previously announced acquisition of the Company by CSR plc (“CSR”), neither the restricted stock units nor the performance stock options will immediately accelerate upon certain terminations of employment within a prescribed period, as is generally provided in the Severance Plan. Rather, unless the Committee determines otherwise, in its sole discretion, the performance stock options will convert to time based vesting options for the remainder of the vesting period. The restricted stock units also will continue to vest on the same schedule following the closing of the transaction with CSR, unless the Committee determines otherwise, in its sole discretion.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ZORAN CORPORATION |
| | |
| Date: May 12, 2011 | | By: | | /s/ Karl Schneider |
| | Name: Karl Schneider |
| | Title: Senior Vice President Finance and Chief Financial Officer |
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