Zoran 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(Exact Name of Registrant as Specified in Charter)
1390 Kifer Road
Sunnyvale, California 94086-5305
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (408) 523-6500
(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 (see General Instruction A.2. below):
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 Companys named executive officers under the Companys 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:
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 Companys 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.
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.