ZORAN CORP \DE\ - FORM 10-K/A

ZORAN CORP \DE\ - FORM 10-K/A - May 2, 2011

Attached files

Attached files

ZORAN CORP \DE\ Reports

file	filename
EX-3.1 - AMENDED AND RESTATED BYLAWS - ZORAN CORP \DE\	dex31.htm
EX-31.1 - CERTIFICATION OF CEO, PURSUANT TO RULE 13A-14(A) OR 15D-14(A) - ZORAN CORP \DE\	dex311.htm
EX-31.2 - CERTIFICATION OF CFO, PURSUANT TO RULE 13A-14(A) OR 15D-14(A) - ZORAN CORP \DE\	dex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-27246

ZORAN CORPORATION

(Exact Name of registrant as specified in its charter)


Delaware		94-2794449
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1390 Kifer Road, Sunnyvale, California		94086
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 523-6500

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of Exchange on which registered
Common Stock, $0.001 par value		The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the proceeding 12 months (or for such short period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of registrant’s voting stock held by non-affiliates of registrant based upon the closing sale price of the Common Stock on June 30, 2010, as reported on the Nasdaq Global Select Market, was approximately $472,817,187.

Outstanding shares of registrant’s Common Stock, $0.001 par value, as of April 27, 2011: 49,302,763.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Zoran Corporation (“Zoran”) for the fiscal year ended December 31, 2010, originally filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2011 (the “Original Filing”). We are filing this Amendment to include the information required by Items 10, 11, 12, 13 and 14 to Part III within the period required by General Instruction G(3) to Form 10-K. Further, in connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including certain currently dated certifications with this Amendment. Except as described above, this amendment does not update or modify in any way the disclosures in the Original Filing and this Amendment does not purport to reflect any information or events subsequent to the filing of the Form 10-K. In this report, “Zoran Corporation,” the “Company,” “we,” “us” and “our” refers to Zoran Corporation and subsidiaries unless the context requires otherwise.

PART III

Item 10—Directors, Executive Officers and Corporate Governance

DIRECTORS AND OFFICERS

Our Board of Directors (the “Board”) consists of seven directors who will serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. The following table and related narrative sets forth certain information regarding our directors and executive officers as of April 15, 2011:


NAME	AGE		POSITION
Levy Gerzberg, Ph.D		66	President, Chief Executive Officer and Director
Karl Schneider		56	Senior Vice President, Finance and Chief Financial Officer
Isaac Shenberg, Ph.D		60	Senior Vice President, Corporate Marketing and Business Development
Raymond A. Burgess		52	Director
Jon S. Castor		59	Director
Dale Fuller		52	Director
James B. Owens		61	Director
Jeffrey C. Smith		38	Director
Arthur B. Stabenow		72	Director

Levy Gerzberg was our co-founder in 1981 and has served as our President and Chief Executive Officer since December 1988 and as a director since 1981. Dr. Gerzberg also served as our President from 1981 to 1984 and as our Executive Vice President and Chief Technical Officer from 1985 to 1988. Prior to Zoran, Dr. Gerzberg was Associate Director of Stanford University’s Electronics Laboratory. Dr. Gerzberg has over 30 years of experience in the high technology industry in the areas related to integrated circuits, software and systems utilizing digital signal processing in the communication, consumer electronics and PC markets. Dr. Gerzberg holds a Ph.D. in Electrical Engineering from Stanford University and an M.S. in Medical Electronics and a B.S. in Electrical Engineering from the Technion-Israel Institute of Technology in Haifa, Israel.

As our co-founder and a senior executive officer with over 30 years of service with Zoran, Dr. Gerzberg brings to the Board significant senior leadership, industry, technical, and global experience as well as a unique perspective of the company. The Board values Dr. Gerzberg’s strong background in the technology sector, with a particular focus on electronic technologies. The Board also values Dr. Gerzberg’s long-term service to the Company with integrity and dedication.

Karl Schneider joined Zoran as Corporate Controller in 1998 and was elected Vice President, Finance and Chief Financial Officer in 1998 and Senior Vice President, Finance and Chief Financial Officer in July 2003. From 1996 through 1997, Mr. Schneider served as Controller for the Film Measurement and Robotics and Integrated Technologies divisions of KLA-Tencor, a semiconductor equipment company. Mr. Schneider served as the Corporate Controller for SCM Microsystems, Inc. from 1995 to 1996, Controller for Reply Corporation from 1994 to 1995, Director of Finance for Digital F/X from 1992 to 1994 and Controller for Flextronics from 1987 through 1991. Mr. Schneider holds a B.S. in Business Administration from San Diego State University.

Isaac Shenberg has served as Senior Vice President, Corporate Marketing and Business Development since 2009, and previously as Senior Vice President, Business and Strategic Development since 1998. Dr. Shenberg served as Vice President, Sales and Marketing from 1995 through 1998. From 1990 to 1995, Dr. Shenberg served as our Product Line Business Manager. Prior to joining Zoran, Dr. Shenberg was Images Processing Group manager and Electro Optics Department manager at Rafael, a leading Aerospace provider in Israel. Dr. Shenberg holds a Ph.D. in Electrical Engineering from Stanford University and a B.S. and M.S. in Electrical Engineering from the Technion-Israel Institute of Technology in Haifa, Israel.

Raymond A. Burgess has been one of our directors since April 2005. Since July 2009, he has been the President and Chief Executive Officer of Solar Power Technologies, Inc., a provider of power optimization technologies for solar arrays. From February 2008 until July 2009 he was a business consultant. From November 2006 to February 2008, Mr. Burgess served as President and Chief Executive Officer of TeraVicta Technologies Inc. (“TeraVicta”), a provider of broadband MEMS switches and modules. On February 25, 2008, TeraVicta filed a petition for bankruptcy under Chapter 7 of Title 11 of the United States Code. From November 2005 to September 2006, Mr. Burgess was Chief Executive Officer of Tao Group, a private software company engaged in the development and sale of embedded software to enable multimedia in consumer and mobile communications devices. From July 2004 to November 2005, Mr. Burgess was engaged as a consultant to companies in the semiconductor industry and related fields. From April 2004 to July 2004, Mr. Burgess served as Senior Vice President, Strategy, Marketing and Communications of Freescale Semiconductor, Inc. From September 2000 to March 2004, Mr. Burgess served as Corporate Vice President, Strategy, Marketing and Communications for the Semiconductor Products Sector of Motorola, Inc. (“Motorola”) and he held a variety of other executive positions during a 20 year career at Motorola.

Mr. Burgess has a strong background in the technology sector, with a particular focus on electronic technologies. As the President and Chief Executive Officer of Solar Power Technologies, Inc., former President and Chief Executive Officer of TeraVicta, former Chief Executive Officer of Tao Group and a former executive of Freescale Semiconductor, Mr. Burgess brings a wealth of leadership and understanding of business strategies at technology companies. Mr. Burgess also has brings valuable experience, expertise and background in financial and accounting matters. His extensive experience managing large, global technology companies, as well as his consulting background, enable him to effectively advise the Board on a variety of strategic and business matters.

Jon S. Castor has been one of our directors since March 2011. Mr. Castor has been a private investor and a member of public and private boards of directors since June 2004. He presently serves as a director of ADPT Corporation, historically a provider of data center I/O solutions, that is redeploying its capital toward new business operations. Mr. Castor has served as a member of ADPT Corporation’s Board of Directors since 2006. He is also a member of a private company board. Previously, Mr. Castor served as Chairman of the Board of Omneon, a leader in broadcast video servers, from April 2007 until Harmonic acquired Omneon in September 2010. In addition, Mr. Castor previously served on the Board of Directors of California Micro Devices Corporation from July 2009 until its acquisition by ON Semiconductor in January 2010, and on the Board of Directors of Genesis Microchip from November 2004 until its acquisition by ST Microelectronics in January 2008. From 2003 to 2004, Mr. Castor was an executive with Zoran Corporation, as the Senior Vice President and General Manager of Zoran’s DTV Division and then as a post-acquisition advisor to the CEO. From 2002 to 2003, Mr. Castor was the Senior Vice President and General Manager of the TeraLogic Group at Oak Technology Inc., a developer of integrated circuits and software for digital televisions and printers, which was acquired by Zoran. In 1996, Mr. Castor co-founded TeraLogic, Inc., a developer of digital television integrated circuits, software and systems, where he served in several capacities, including as its Chief Executive Officer and director from 2000 to 2002, when it was acquired, first by Oak Technology in 2002 and then indirectly in 2003 by Zoran when Zoran acquired Oak Technology. Mr. Castor holds an M.B.A. from the Stanford Graduate School of Business and a B.A. from Northwestern University.

Mr. Castor was nominated to the Board by Ramius Value and Opportunity Master Fund Ltd. and other participants in a consent solicitation (the “Ramius Group”), one of our major shareholders, and elected to the Board in March 2011. The Ramius Group nominated Mr. Castor because it believed that Mr. Castor’s thirty-plus years of experience, including as a CEO, Chairman, director of public and private companies, executive officer, entrepreneur, and strategy consultant, enable him to assist in the effective management of the company.

Dale Fuller has been one of our directors since March 2011. Mr. Fuller is currently the President & CEO of MokaFive, a venture-backed private company. He also serves on the Board of Directors of AVG Technologies and Webgistix Corporation. Mr. Fuller has served as a director of Phoenix Technologies, Guidance Software and as a director and then as interim President and CEO of McAfee, Inc. from January 2006 through March 2007. Prior to joining McAfee, he was President and CEO of Borland Software Corporation from 1999 until 2005, and

before Borland, President and CEO of WhoWhere? Corporation. In addition, he has had held senior executive positions at Apple Computer, NEC, Motorola, and Texas Instruments. He holds an honorary doctorate from St. Petersburg State University.

Mr. Fuller was also nominated to the Board by the Ramius Group and elected to the Board in March 2011. The Ramius Group nominated Mr. Fuller because it believed that Mr. Fuller’s deep experience as an executive officer of several publicly traded technology companies and his experience as a director of several technologies companies well qualified him to serve on the Board.

James B. Owens, Jr. has been one of our directors since May 2003. Since January 2005, Mr. Owens has been principally engaged as a consultant to companies in the semiconductor industry. From January 2002 to January 2005, Mr. Owens served as President and Chief Executive Officer and a director of Strasbaugh, a provider of semiconductor manufacturing equipment. From December 1999 to August 2001, Mr. Owens served as President and Chief Executive Officer of Surface Interface, a supplier of high-end metrology equipment to the semiconductor and hard disk markets. From August 1998 to December 1999, Mr. Owens served as President of Verdant Technologies, a division of Ultratech Stepper. Mr. Owens holds a B.S. in Physics from Stetson University, an M.S. in Management from the University of Arkansas and an M.S.E.E. from Georgia Institute of Technology.

Mr. Owens has a strong background in the technology sector, with a particular focus on electronic technologies. Mr. Owens’ experience as an executive in the semiconductor and technology industry is valuable in assessing our leadership and business strategies. Also, Mr. Owens brings valuable experience, expertise and background in financial and accounting matters to the Board.

Jeffrey C. Smith has been one of our directors since March 2011. Mr. Smith is a Partner Managing Director of Ramius LLC, a subsidiary of Cowen Group, Inc. (“Cowen”). He is the Chief Investment Officer of Value and Opportunity Master Fund. Mr. Smith is a member of Cowen’s Operating Committee and Cowen’s Investment Committee. Prior to joining Ramius LLC in January 1998, he served as Vice President of Strategic Development for The Fresh Juice Company, Inc. While at Fresh Juice, Mr. Smith helped orchestrate three acquisitions quadrupling sales and doubling market value. He later initiated and completed the sale of The Fresh Juice Company to The Saratoga Beverage Group, Inc. Mr. Smith was the Chairman of the Board of Phoenix Technologies. Ltd., a provider of core systems software products, services and embedded technologies from November 2009 until the sale of the company in November 2010. He also served as a director of Actel Corporation, a provider of power management solutions, from March 2009 until its sale in October 2010. Mr. Smith is a director of SurModics, Inc. and a former member of the Board of Directors of S1 Corporation, Kensey Nash Corp., The Fresh Juice Company, Inc., and Jotter Technologies, Inc., an internet infomediary company. Mr. Smith served as a member of the Management Committee for Register.com, which provides internet domain name registration services. He began his career in the Mergers and Acquisitions department at Societe Generale. Mr. Smith is a General Securities Registered Representative. As the Chief Investment Officer of Value and Opportunity Master Fund, he has significant experience evaluating companies from a financial, operational, and strategic perspective to identify inefficiencies and the resulting opportunities for value creation. Mr. Smith has particular expertise in assessing companies’ balance sheets and capital structures to determine the best means of raising capital for growth or recapitalizing stressed situations.

Mr. Smith was also nominated to the Board by the Ramius Group and elected to the Board in March 2011. The Ramius Group nominated Mr. Smith because it believed that his extensive experience in a variety of industries, together with his management experience in a variety of roles, enable Mr. Smith to provide the Company with valuable financial and executive insights and make him well qualified to sit on the Board.

Arthur B. Stabenow has been one of our directors since November 1990. Mr. Stabenow has been principally engaged as a private investor since January 1999. From March 1986 to January 1999, Mr. Stabenow was Chief Executive Officer of Micro Linear Corporation, a semiconductor company. Mr. Stabenow also serves as a director of Applied Micro Circuits Corporation.

Mr. Stabenow has a strong background in the technology sector, with a particular focus on electronic technologies. Mr. Stabenow’s experience serving as chief executive officer of technology companies is valuable in assessing our leadership and business strategies. Mr. Stabenow provides the Board with significant experience, expertise and background in financial and accounting matters. Mr. Stabenow also has exceptional experience in the venture capital/private equity business, which adds value to the Board’s understanding of business development, financing, strategic alternatives and industry trends. The Board also considered that Mr. Stabenow has served as a director for an extensive period with integrity and dedication.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of the outstanding Common Stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such person.

We reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act and written representations from reporting persons that all reportable transactions were reported. Based solely on that review, we believe that during the fiscal year ended December 31, 2010, all required filings were timely made in accordance with the Exchange Act’s requirements.

AUDIT COMMITTEE

We have a separately-designated audit committee. The members of the Audit Committee are Messrs. Burgess, Owens, Castor and Stabenow. Mr. Stabenow is Chairman of the committee. Each of the members of the Audit Committee is independent for purposes of the Nasdaq Stock Market rules as they apply to audit committee members. Mr. Stabenow is an audit committee financial expert, as defined in the rules of the SEC. The Board determined that each Audit Committee member has sufficient knowledge in reading and understanding the financial statements to serve on the Audit Committee.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

The Board has adopted Corporate Governance Guidelines that provide a framework for important elements of corporate governance, including criteria for Board membership, director stock ownership guidelines and other governance matters. We have in place a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our Chief Executive Officer, Chief Financial Officer and Controller. If we make any substantive amendments to the code or grant any waiver from a provision of the code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website, as well as via any other means then required by Nasdaq listing standards or applicable law. Stockholders and others can access our corporate governance materials, including the Corporate Governance Guidelines, the Code of Business Conduct and Ethics, our Bylaws and other related documents through our website at http://www.zoran.com/Corporate-Governance.

Item 11—Executive Compensation

DIRECTOR COMPENSATION

Cash Compensation

In 2010, each non-employee director received an annual retainer of $20,000 and cash compensation of $2,000 for each Board meeting attended. Committee chairs received $2,500 per quarter, and other committee members received $1,500 per quarter; all committee members received $750 for each committee meeting attended.

Stock Options

Upon appointment or election to the Board, each non-employee director receives an option to purchase 30,000 shares of Common Stock, vesting annually in four equal annual installments, subject to the director’s continued service. Thereafter, on the date following each annual meeting of stockholders, each incumbent non-employee director who was not initially appointed or elected in the previous year receives an option to purchase 15,000 shares of Common Stock, vesting in full on the day preceding the next annual meeting of stockholders, subject to the director’s continued service through that date. The exercise price of each such option is the closing price of Common Stock on the date of grant. These options expire after 10 years.

Director Compensation Table—Fiscal 2010

The following table provides information as to compensation for services of the non-employee directors during fiscal 2010.


Name	Fees Earned		Option Awards(1)(2)		All Other Compensation		Total
Uzia Galil(3)	$	56,500	$	75,858		—	$	132,358
Raymond A. Burgess	$	63,000	$	75,858		—	$	138,858
James D. Meindl, Ph.D.(3)	$	52,500	$	75,858		—	$	128,358
James B. Owens, Jr.(3)	$	76,750	$	75,858		—	$	152,608
Arthur B. Stabenow	$	75,500	$	75,858		—	$	151,358
Philip M. Young(3)	$	55,000	$	75,858		—	$	130,858

(1)

In accordance with the SEC’s disclosure rules, the amounts reported in this column reflect the fair value on the grant date of the option awards granted to our non-employee directors during 2010. These values have been determined under the principles used to calculate the value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of option awards included in Note 10 of Notes to Consolidated Financial Statements for the year ended December 31, 2010 included in our Original Filing.

(2)

As described above, we granted each of our non-employee directors an option to purchase 15,000 shares of Common Stock on June 28, 2010. Each of these options had a per-share exercise price of $10.15 and a total grant date fair value (as determined under applicable accounting rules) of $75,858. At December 31, 2010, the following directors had outstanding options to purchase the number of shares of Common Stock set forth following their respective names: Mr. Galil, 142,200 shares; Mr. Burgess, 105,000 shares; Dr. Meindl, 142,200 shares; Mr. Owens, 135,000 shares; Mr. Stabenow, 160,950 shares; Mr. Young, 142,200 shares.

(3)	Dr. Meindl and Messrs. Galil and Young served as directors until March 3, 2011.

Director Stock Ownership Guidelines

Pursuant to our Corporate Governance Guidelines, not later than three years from the date on which an individual becomes a non-employee director, he or she should beneficially own a number of shares of Common Stock that have a value at least equal to three times the annual cash retainer paid for Board service. Ownership for these purposes includes our shares from all sources, including personal and trust holdings, restricted stock, restricted stock units, stock options and stock appreciation rights. These stock ownership guidelines may be waived by the Board if it determines that a director would incur hardship by complying with the guidelines.

COMPENSATION DISCUSSION AND ANALYSIS

This section contains our discussion and analysis of the principles underlying our executive compensation program, and the policies and decisions resulting in the amounts shown in the executive compensation tables that follow. This discussion is focused on our three executive officers, sometimes referred to as our “named executive officers,” who are our most senior and highly-compensated officers and are identified in the Summary Compensation Table that follows. As used in this discussion, “Committee” or “Compensation Committee” means the Compensation Committee of the Board.

Objectives of Our Executive Compensation Program

Our compensation program for executive officers is designed to achieve the following objectives:

•

Attract and Retain Talent. Attract and retain individual executives we need to achieve our business plan.

•

Pay for Performance. Align executive compensation with company, business unit and individual performance measured annually through a cash incentive plan and over the longer term through an equity incentive plan.

•

Reinforce Culture of Ownership. Develop and reinforce a culture of ownership and entrepreneurial spirit among our executive officers by linking compensation to our equity interests.

Design of our Executive Compensation Program

Our executive compensation program has four primary components, serving different objectives, as follows:


Component	Objective	Form
Base Salary	Provide competitive base compensation by reference to established benchmarks	Cash

Annual Cash-based Incentives	Incentivize and reward performance and achievements in a particular fiscal year	Cash

Equity Awards	Provide long-term incentives that focus executives on increasing long-term value for stockholders; retain executives through multi-year vesting periods	Stock options and restricted stock units

General Benefits	Provide competitive benefits package to employees generally	Employee stock purchase plan and other broad-based employee benefits

These primary components of executive compensation are inter-related, and we believe that compensation should not be derived entirely from one component, nor should compensation from one component necessarily reduce compensation from other components. Base salary is baseline cash compensation that is generally paid to executives throughout the year, regardless of our financial performance or stockholder returns. The Committee believes that base salary should provide executives with a predictable income sufficient to attract and retain strong talent in a competitive marketplace. We generally set executive base salaries at levels that we believe enable us to hire and retain individuals in a competitive environment and to compensate executives for satisfactory performance, regardless of performance relative to incentive compensation targets.

We use cash bonuses to reward performance achievements with a time horizon of one year or less, and stock options and other equity-based awards to reward long-term performance. The Compensation Committee believes

that these incentive awards serve to align the interests of executives with stockholder interests. We designed our executive cash incentive plan to reward our executive management for our achievement of key financial objectives and individual achievement of executive-specific objectives. We believe that, as is common among technology companies, stock options are a major element of compensation used to attract and retain senior executives. We have in the past granted restricted stock units as part of our executive compensation program, but have not done so since 2005.

Overview of the Executive Compensation Process

Our Compensation Committee makes all major decisions regarding compensation, including determining salary and target bonus levels and specific bonus and equity awards, for our named executive officers.

Compensation Decision Timeline: Generally in the first quarter of each fiscal year, the Compensation Committee determines base salaries, incentive plan design and incentive plan performance goals for that fiscal year. The Committee also makes final determinations of whether our named executive officers earned incentive cash bonuses for the preceding fiscal year, based on the Committee’s review of our results for the year.

Decision Framework: Because the Committee considers the competitiveness of our executive compensation program as a key objective of the program, it evaluates market information about the compensation of executive officers at similar-sized companies facing similarly complex business challenges. For 2010, the Committee reviewed compensation data for the following group of peer companies:

•

Applied Micro Circuits Corporation

•

Broadcom Corporation

•

Cirrus Logic, Inc.

•

DSP Group, Inc.

•

Marvell Technology Group, Ltd.

•

Mellanox Technologies, Ltd.

•

Microsemi Corporation

•

Nvidia Corporation

•

Sigma Designs, Inc.

•

Trident Microsystems, Inc.

In addition, the Committee reviewed data from the Radford Semiconductor Companies Survey (for companies with $200 million—$1 billion in revenue) and the Radford All Companies Survey (together with the Radford Semiconductor Companies Survey, the “Radford Surveys”) to the extent the semiconductor industry survey does not have data for a particular position.

In setting compensation levels for our named executive officers, the Committee generally does not “benchmark” compensation against the market data described above. Rather, the Committee considers a number of factors in making its decisions, including the executive’s scope of responsibility, domain expertise, business knowledge and significance to our corporate objectives, as well as external factors affecting our business and the market generally, and uses this market data simply as a general reference point. As described below, the Committee did target the named executive officers’ equity grant levels for 2010 at approximately the 50^th percentile as compared with similarly situated executives with companies participating in the Radford Surveys.

The Committee did not retain outside compensation consultants in setting named executive officer compensation in 2010, but the Committee has the authority and resources to retain consultants or advisors in its

discretion. Our management, however, engaged Compensia, Inc. (“Compensia”), a compensation consulting firm, to review the Radford Surveys as well as our long-term equity compensation practices relative to market data Compensia has collected for semiconductor companies with revenues between $200 million and $1 billion. Our management submitted Compensia’s report to the Committee for its reference. In addition to its review of our long-term equity program, Compensia assisted us with market research related to the amendment to our 2005 Equity Incentive Plan, which was approved by our stockholders in 2010. Other than its compensation consulting services, Compensia did not provide any other services to us in 2010.

Decision Support: The Committee reviewed the compensation data described above. At the Committee’s request, Committee meetings often include other directors and typically include, for all or a portion of each meeting, our Chief Executive Officer, Chief Financial Officer, Vice President, Human Resources, our Vice President, Legal, and our external legal counsel. The Committee evaluates the performance of the Chief Executive Officer each year and makes all decisions regarding salary adjustments, bonus payments and equity awards. The Chief Executive Officer evaluates the performance of each member of the senior executive team other than himself and makes recommendations to the Committee regarding salary adjustments for the current year, performance bonus payments and equity awards based on our performance and individual performance of each executive during the preceding year. The Committee, in its sole discretion, determines whether to accept, modify or reject any recommended adjustments or awards to the senior executives.

Our Compensation Committee has adopted no formal or informal policies or guidelines (except as described below) for allocating compensation between long-term and current compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. However, our Compensation Committee’s philosophy is to make a greater percentage of an employee’s compensation performance-based as he or she becomes more senior and to keep cash compensation to the minimum competitive level while providing the opportunity to be well rewarded through equity if we perform well over time.

2010 CEO Compensation. For 2010, Dr. Gerzberg’s compensation consisted of his base salary and a stock option grant. Dr. Gerzberg’s base salary was reduced in August 2008 and remained at the reduced rate for all of 2009. In 2010, the Committee raised our executive officers’ salaries, including Dr. Gerzberg’s salary, by 5.5% based on their successful achievement of individual business objectives during 2010. Although Dr. Gerzberg’s salary was higher in 2010 than it was in 2009, it remained lower than his salary level that preceded the reduction of our executive officers’ salaries in 2008. In addition, Dr. Gerzberg’s 2010 salary remains lower than the median salary level for other chief executive officers at companies that participated in the Radford Semiconductor Companies Survey.

Like our other named executive officers, Dr. Gerzberg did not receive an annual bonus for either 2009 or 2010 because the bonus program’s baseline performance metric of a positive non-GAAP net income was not achieved. As described in more detail below, Dr. Gerzberg received an option grant in 2010, which had a lower value than the grant he received in 2009. The Compensation Committee targeted the size of Dr. Gerzberg’s 2010 option grant at the median of equity grant levels for chief executive officers at comparable companies that participate in the Radford Semiconductor Companies Survey. We continue to believe that stock option awards for our chief executive officer provide a strong vehicle for our pay for performance philosophy, because the awards will not result in any actual compensation to Dr. Gerzberg unless our stock price appreciates.

Analysis of Compensation Program Components

Base Salary. In August 2008, our Compensation Committee determined that the base salary level for Dr. Gerzberg would be reduced by approximately 12.5 percent, and the base salary levels for each of our other named executive officers would be reduced by approximately 10 percent. In making this decision, the Compensation Committee considered the overall decline of the consumer electronics market, the general market environment and our 2008 year to date performance relative to our goals. In January 2009, the Compensation Committee evaluated the named executive officers’ base salary levels in light of market conditions, salary levels

of executives in comparable positions as reported in the Radford Surveys and other factors and determined that base salary levels would not be changed for 2009. In January 2010, the Committee increased our executive officers’ base salaries by 5.5% due to their successful individual achievement of business objectives established in 2009. The Compensation Committee, however, chose salary levels that were still slightly below the median salaries of executives in comparable positions at companies that participate in the Radford Semiconductor Companies Survey. In addition, our executive officers’ salaries in 2010 remained lower than their salaries that preceded the reductions that occurred in 2008.

Annual Cash-Based Incentives. We use incentive bonuses to reward performance and achievements with a time horizon of approximately one year. The Compensation Committee generally establishes both target financial objectives and individual objectives each year, although the annual bonus for Dr. Gerzberg over the past several years has been based entirely on the achievement of our financial goals. The Compensation Committee has also provided in recent years that no bonuses would be paid to our executive officers unless we achieved a positive level of net income for the year.

For 2010, the Compensation Committee approved a performance-based cash bonus policy (“2010 Bonus Policy”) for our named executive officers. The 2010 Bonus Policy was designed to reward executives for our achievement of key financial objectives and individual achievement of more specific goals. In all cases, the bonuses were contingent upon delivering positive non-GAAP net income for 2010. The Compensation Committee set each executive’s target bonus, expressed as a percentage of base salary, and selected the financial targets, which were revenue and non-GAAP earnings per share. Under the 2010 Bonus Policy, the bonus for our Chief Executive Officer was based entirely on our financial performance, while the bonuses for our other named executive officers were to be determined 67% based on our financial performance and 33% based on the achievement of individual goals recommended by the Chief Executive Officer and approved by the Compensation Committee. Mr. Schneider’s individual goals for 2010 centered on improving and maintaining internal controls and financial reporting, improving and maintaining investor relations, ensuring effective management of legal matters and enhancing IT infrastructure and business processes. Dr. Shenberg’s individual goals for 2010 included identifying and supporting acquisition targets that would eventually result in non-linear growth, entry into new or related markets as well as collaboration across the organization on other infrastructure activities. The Compensation Committee also retained discretion to increase or decrease the final bonus amount awarded to the executive. In addition, the aggregate amount of the bonuses paid to our executive officers, general managers and vice presidents may not exceed 25% of the total bonuses paid for all of our employees.

The Compensation Committee believes that bonuses should not be paid to our executive officers unless we are profitable. Accordingly, bonuses were contingent upon our achievement of positive non-GAAP net income for 2010. For these purposes, we define non-GAAP net income to mean our net income as determined under GAAP, adjusted to exclude charges such as impairment of intangible assets, acquisition related in-process research and development expenses, amortization of acquired intangible assets, stock-based compensation expense, restructuring expense, non-recurring IP licensing, related settlements and associated income tax adjustments.

The Compensation Committee chose revenue and non-GAAP earnings per share as the financial performance measures because it believed that, as a “growth company,” we should reward revenue growth, but only if that revenue growth is achieved cost—effectively. Likewise, the Compensation Committee believed a “profitable company” with little or no growth was not acceptable. Thus, the Compensation Committee considered these performance metrics to be the best indicators of financial success and stockholder value creation. We define non-GAAP earnings per share, for bonus purposes, to mean our GAAP pre-tax earnings per share, adjusted to exclude the charges identified above for the determination of non-GAAP net income.

For 2010, the component of each executive’s bonus related to our performance was weighted 75% for non-GAAP earnings per share and 25% for revenue. The Compensation Committee assigned a greater weight to non-GAAP earnings per share to provide executives with further incentives to help create value for our

stockholders. For each performance metric, the executive could receive up to 120% of the target bonus amount attributable to that metric if we achieved 120% or more of the 2010 goal for that metric as identified below. The executive could receive between 80% and 120% of the bonus amount for each metric if we achieved between 80% and 120% of the performance goal. No bonus would be paid with respect to that metric if we did not achieve at least 80% of the performance goal for that metric.

Under the 2010 Bonus Policy, Dr. Gerzberg’s target bonus was 100% of base salary, Mr. Schneider’s target bonus was 70% of base salary, and Dr. Shenberg’s target bonus was 60% of base salary. These target bonus levels have remained the same for each of these executives over the past several years. In 2010, the financial targets for bonus purposes were a revenue target of $457.4 million and a non-GAAP earnings-per-share target of $0.47. Because we did not achieve positive non-GAAP net income for 2010, no bonuses were paid to the named executive officers for 2010.

Equity Awards. The Compensation Committee uses equity awards primarily to motivate our named executive officers to focus on longer-term strategies to increase stockholder value, and secondarily to retain executive officers. We believe that in the technology sector equity awards are a major factor in attracting and retaining executive officers, while salary and bonus levels are generally secondary considerations. Equity awards help focus executives on increasing long-term stockholder value, aligning the interests of executives with those of our stockholders. Stock options in particular are performance-based, since their value depends entirely on an increase in the stock price above the option exercise price. As described below, our stock options are granted with an exercise price equal to the closing price of Common Stock on the grant date. The vesting period for stock options granted to executives is generally four years, which encourages executive retention. Accordingly, we believe that stock options are particularly effective in creating incentives for long-term performance by our executives as the option will only have value if our stock price increases and the executive continues in service over the vesting period and is able to exercise the option and benefit from that stock price appreciation.

In determining the number of options to be granted to executive officers, the Compensation Committee generally takes into account, among other factors: the individual’s position and scope of responsibility; the vesting period (and thus, retention value) remaining on the executive’s existing options; the executive’s ability to affect profitability and stockholder value; the individual’s historic and recent job performance; equity compensation for executives in similar positions at comparable companies; and the value of stock options in relation to other elements of total compensation.

In April 2010, the Compensation Committee awarded stock options to each of our named executive officers. In determining the number of shares subject to these grants, the Compensation Committee reviewed the equity grant levels for similarly situated executives with companies participating in the Radford Surveys and determined that the grants to the named executive officers should be at approximately the 50^th percentile relative to these comparable executives, with the value of the option grants being determined for these purposes using the assumptions and methodology used to value option grants in our financial statement reporting. The Compensation Committee considered the 50^th percentile to be the appropriate target level for these grants in light of our current size and market capitalization relative to the companies participating in the Radford Surveys and our policy of limiting the number of shares subject to award grants made each year under its stock incentive plans and staying within dilutionary constraints. The 2010 option grants for our named executive officers were set at approximately the 50^th percentile relative to similarly situated executives with these companies. As a result, the 2010 option grants for Messrs. Schneider and Shenberg had values that were slightly higher than their 2009 option grants, while the 2010 option grant for Dr. Gerzberg had a value that was slightly lower than his 2009 option grant.

For more information on the options granted to our named executive officers in 2010, see the “Grants of Plan-Based Awards Table” and accompanying narrative below.

Performance-Based Equity Compensation Plan. The Committee is currently developing a performance-based equity compensation plan for our executive and other officers including the engagement of a compensation

consultant to assist in the structuring and benefits under the plan. The Committee anticipates that such performance-based plan will include an opportunity for equity grants comprised of performance-based options, performance-based RSUs or a combination of both. The performance vesting criteria will encompass achievement of company performance as measured by objective financial metrics such as profitability (e.g., Operating Profit, EBITDA, Net Profit, or other measures) and achievement of individual goals set each year. The financial metrics will most likely be established in coordination with each annual strategic plan which will be used to determine the annual grant’s vesting in each year over a multi-year performance-based vesting period. The Committee currently anticipates that the performance-based equity compensation plan will be finalized and implemented in fiscal year 2011 only if the Company’s merger with CSR plc is not consummated.

Stock Option Practices

In 2006, we adopted new policies governing stock option grants and other equity awards, including the following:

•

All awards including awards to executive officers are granted by the Compensation Committee or the Board.

•

Awards are generally considered at regularly scheduled quarterly meetings of the Compensation Committee or the Board, and actions approving award grants may not be taken by unanimous written consent.

•

Awards are generally granted effective as of the later of (i) the second trading day following our public announcement of our financial results for the preceding quarter or (ii) the date of the Compensation Committee or Board meeting.

•

The exercise price of stock options (or base price of stock appreciation rights) is the closing price of Common Stock on the effective date of the grant, as reported by NASDAQ.

•

Key terms and conditions of awards are communicated to recipients promptly.

Severance and Change in Control Arrangements

We maintain an Executive Retention and Severance Plan (“Retention Plan”) in order to compensate our executive officers in the event of a termination of the executive’s employment following our change of control either by us without cause or by the executive for good reason. The purpose of the Retention Plan is to protect the interests of our executives while encouraging them to continue to fulfill our objectives during and following a change of control. We believe that the protections afforded under the plan help us recruit and retain executives and mitigate a potential disincentive for executives when they are evaluating our proposed acquisition, particularly when the services of the executive officers may not be required by the acquiring company. Because we believe that a termination by the executive for good reason is conceptually the same as a termination by us without cause, and because we believe that in the context of a change in control, potential acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, we believe it is appropriate to provide severance benefits in these circumstances.

In general, the severance benefits provided under the Retention Plan are determined as if the executive continued to remain employed by us for 18 months (or three years, in the case of the Chief Executive Officer) following their actual termination date. We believe the benefits provided under the Retention Plan provide an appropriate level of protection for our named executive officers and are consistent with those benefits offered by other companies with whom we compete for executive talent. For a detailed description of the benefits provided under the Retention Plan, please see the discussion under “Potential Payments upon Termination or Change in Control” below. Absent a change in control event, no executive officer is entitled upon termination to either equity vesting acceleration or cash severance payments. The Compensation Committee does not consider potential payments under the Retention Plan in determining other components of our executive compensation program.

Other Benefits

Executive officers are also eligible to participate in all of our respective local employee benefit plans, which may include medical, dental, vision, group life, employee assistance program, short term and long term disability, and accidental death and dismemberment insurance, our 401(k) plan or other such benefit plans, in each case on the same basis as other employees in that location. There were no special benefits or perquisites provided to any executive officer in 2010.

Risk Considerations

The Compensation Committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. The executive compensation program is intended to reflect a balanced approach to compensation and to use both quantitative and qualitative assessments of performance without putting an undue emphasis on a single performance measure. Base salaries are fixed in amount and thus do not encourage risk taking. While our annual bonus plan focuses on achievement of short-term or annual goals, and short-term goals may encourage the taking of short-term risks at the expense of long-term results, our named executive officers’ annual bonuses are based on multiple company and individual performance criteria as described above and the Compensation Committee retains discretion to adjust bonus amounts otherwise payable based on any circumstances it deems appropriate. The Compensation Committee believes that the annual bonus plan appropriately balances risk and the desire to focus executives on specific annual goals important to our success, and that it does not encourage unnecessary or excessive risk taking.

The majority of compensation provided to our named executive officers is in the form of equity awards that further align executives’ interests with those of our stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk taking since the ultimate value of the awards is tied to our stock price, and since grants are subject to long-term vesting schedules to help ensure that executives always have significant value tied to long-term stock price performance. Our current practice is to grant executives stock options, which only have value if the stock price increases after the option is granted, providing further incentive to executives to create value for our stockholders.

Tax and Accounting Considerations

Under Section 162(m), compensation in excess of $1.0 million per year to our chief executive officer and certain other executive officers is not tax deductible for us unless certain requirements are met. Our intent generally is to design and administer executive compensation programs in a manner that will preserve the deductibility of compensation paid to our executive officers, and we believe that a substantial portion of our current executive compensation program, including the stock options granted to our named executive officers as described above, satisfies the requirements for exemption from the $1.0 million deduction limitation. However, we reserve the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. The Compensation Committee believes that no part of our tax deduction for compensation paid to the named executive officers for 2010 will be disallowed under Section 162(m). We record cash compensation as an expense at the time the obligation is incurred. Historically, all cash compensation we have paid has been tax deductible for us. We account for equity compensation paid to our executives and employees under the rules of FASB ASC Topic 718, which requires us to estimate and record a non-cash expense over the vesting period of the equity compensation award.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table—Fiscal 2008-2010

The following table summarizes the compensation of our named executive officers for the years ended December 31, 2008, 2009 and 2010.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Levy Gerzberg, Ph.D.		2010	$	420,000		—		—	$	984,996		—	$	2,594	(2)	$	1,407,590
President and Chief Executive Officer		2009	$	398,100		—		—	$	1,213,485		—	$	2,955	(2)	$	1,614,540
President and Chief Executive Officer		2008	$	431,292		—		—	$	843,190		—	$	2,528	(2)	$	1,277,010

Karl Schneider		2010	$	271,600		—		—	$	368,453		—	$	2,587	(2)	$	642,640
Senior Vice President, Finance and Chief Financial Officer		2009	$	257,400		—		—	$	277,368		—	$	2,618	(2)	$	537,386
		2008	$	274,083		—		—	$	307,948		—	$	2,494	(2)	$	584,525


Isaac Shenberg, Ph.D.(3)		2010	$	244,000				—	$	343,889		—	$	42,948		$	630,837
Senior Vice President, Corporate Marketing and Business Development		2009	$	231,272	$	1,002		—	$	254,254		—	$	42,160		$	528,688
		2008	$	261,916		—		—	$	293,284		—	$	46,698		$	601,898

(1)

In accordance with recent changes in the SEC’s disclosure rules, the amounts reported in the “Stock Awards” and “Option Awards” columns of the table above for 2010 reflect the fair value on the grant date of the stock awards and option awards, respectively, granted to our named executive officers during 2010. These values have been determined under the principles used to calculate the value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in these columns, please see the discussion of stock awards and option awards contained in Note 10 of Notes to Consolidated Financial Statements in the Original Filing. Under general accounting principles, compensation expense with respect to stock awards and option awards granted to our employees and directors is generally recognized over the vesting periods applicable to the awards. The SEC’s disclosure rules previously required that we present stock award and option award information for 2009 and 2008 based on the amount recognized during the corresponding year for financial statement reporting purposes with respect to these awards (which meant, in effect, that in any given year we could recognize for financial statement reporting purposes amounts with respect to grants made in that year as well as with respect to grants from past years that vested in or were still vesting during that year). However, the recent changes in the SEC’s disclosure rules require that we now present the stock award and option award amounts in the applicable columns of the table above with respect to 2009 and 2008 on a similar basis as the 2010 presentation using the grant date fair value of the awards granted during the corresponding year (regardless of the period over which the awards are scheduled to vest). Since this requirement differs from the SEC’s past disclosure rules, the amounts reported in the table above for stock award and option awards in 2009 and 2008 differ from the amounts previously reported in our Summary Compensation Table for these years. As a result, each named executive officer’s total compensation amounts for 2009 and 2008 also differ from the amounts previously reported in our Summary Compensation Table for these years.

(2)	Represents matching contributions to the named executive officer’s 401(k) plan, and premiums paid by us with respect to term life insurance for the benefit of the named executive officer.

(3)

Amounts reported for Dr. Shenberg in the table above (other than equity awards) were paid by us to Dr. Shenberg or on his behalf in Israel New Shekels (ILS). For purposes of this presentation, these amounts have been converted to U.S. dollars based on a conversion rate of US$0.26327 to 1 ILS. The amount for 2010 under “All Other Compensation” for Dr. Shenberg consists of premiums paid under an Israeli insurance/pension policy that covers certain severance and other benefits totaling $28,168, payments towards the lease of an automobile totaling $11,057 and continuing education contributions totaling $3,723. For a description of the Israeli insurance/pension policy and continuing education contributions, please see the discussion under “Managers’ Insurance and Education Fund” below.

2010 Grants of Plan-Based Awards

The following table provides certain information concerning grants of options to purchase Common Stock made to the named executive officers during the year ended December 31, 2010. The table also provides information with regard to cash bonuses awarded for 2010 under our performance-based, non-equity incentive plan to each named executive officer.


Name	Grant Date		Approval Date(1)		Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards(3)
Name	Grant Date		Approval Date(1)		Threshold ($)		Target ($)		Maximum ($)						Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards(3)
Levy Gerzberg, Ph.D.		N/A		N/A	$	336,000	$	420,000	$	504,000		—		—		—		—
		4/28/2010		4/20/2010		—		—		—		—		200,500	$	9.86	$	984,996

Karl Schneider		N/A		N/A	$	152,096	$	190,120	$	228,144		—		—		—		—
		4/28/2010		4/20/2010		—		—		—		—		75,000	$	9.86	$	368,453

Isaac Shenberg, Ph.D.		N/A		N/A	$	117,120	$	146,400	$	175,680		—		—		—		—
		4/28/2010		4/20/2010		—		—		—		—		70,000	$	9.86	$	343,889

(1)

On April 20, 2010, the Compensation Committee approved option grants to our named executive officers, at an option exercise price per share equal to the closing price of Common Stock on the second trading day after announcement of our final financial results for the quarter ended March 31, 2010 (which was April 28, 2010).

(2)	These columns reflect the threshold, target and maximum amounts for each named executive officer’s bonus opportunity for 2010.

(3)

The amounts reported in this column reflect the fair value of these awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of our consolidated financial statements. For the assumptions and methodologies used to value the awards reported in this column, see footnote (1) to the Summary Compensation Table above.

Description of Plan-Based Awards

Non-Equity Incentive Plan Awards

The material terms of the non-equity incentive plan awards reported in the above table are described in the Compensation Discussion and Analysis section above under the heading “Analysis of Compensation Program Components—Annual Cash-Based Incentives.”

Equity Incentive Plan Awards

Each of the equity incentive awards reported in the above table was granted under, and is subject to, the terms of the 2005 Equity Incentive Plan. The 2005 Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has authority to interpret the plan provisions and make all required determinations under the plan. Awards granted under the plan are generally only transferable to a beneficiary of a named executive officer upon his death or, in certain cases, to family members for tax or estate planning purposes. However, the Compensation Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable securities laws and, with limited exceptions set forth in the plan document, are not made for value.

Under the terms of the 2005 Equity Incentive Plan, if we undergo a change in control, outstanding awards granted under the plan will generally be assumed or otherwise continued by the successor entity or they will be cancelled in exchange for the right to receive a payment in connection with the change in control transaction. The Compensation Committee has discretion to provide for the vesting of outstanding awards to accelerate in connection with a change in control.

In addition, each named executive officer may be entitled to accelerated vesting of his outstanding equity-based awards under the Retention Plan upon certain terminations of employment in connection with our change in control. The terms of this accelerated vesting are described in the “Potential Payments upon Termination or Change in Control” section below.

Each option reported in the table above was granted with a per-share exercise price equal to the fair market value of a share of our common stock on the grant date. For these purposes, and in accordance with our 2005 Equity Incentive Plan and our option grant practices as described in the “Compensation Discussion and Analysis” above, the fair market value is equal to the closing price of a share of our common stock on the applicable grant date.

Each option granted to our named executive officers in 2010 is subject to a four-year vesting schedule, with 25% of the option vesting on the first anniversary of the grant date and the remaining 75% of the option vesting in monthly installments over the three-year period thereafter. Once vested, each option will generally remain exercisable until its normal expiration date. Each of the options granted to our named executive officers in 2010 has a term of ten years. However, vested options may terminate earlier in connection with a change in control transaction or a termination of the named executive officer’s employment. Subject to any accelerated vesting that may apply in the circumstances, the unvested portion of the option will immediately terminate upon a termination of the named executive officer’s employment. The named executive officer will generally have three months to exercise the vested portion of the option following a termination of his employment for any reason. This period is extended to 12 months if the termination is a result of the named executive officer’s death or disability. In the case of the option granted to Dr. Gerzberg, the vested portion of the option will remain exercisable for the remainder of its term (or, if earlier, the date Dr. Gerzberg accepts a senior executive position with another company) if Dr. Gerzberg retires from his service on the Board. (For these purposes, “retirement” is defined as either Dr. Gerzberg’s voluntary resignation from the Board or the expiration of his term as a director after he has declined to stand for reelection, in either case if he has served continuously on the Board for at least two years).

The options granted to named executive officers during 2010 do not include any dividend rights.

Outstanding Equity Awards at December 31, 2010

The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of December 31, 2010, including the vesting dates for the portions of these awards that had not vested as of that date.


	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Levy Gerzberg, Ph.D.		42,375		—	$	14.6900		8/9/2012	(1)		—		—
		178,125		—	$	14.6900		8/9/2012	(1)		—		—
		15,572		—	$	24.7800		7/15/2013	(1)		—		—
		304,679		—	$	24.7800		7/15/2013	(2)		—		—
		180,000		—	$	13.5900		8/19/2015	(3)		—		—
		91,667		8,333	$	19.7800		4/26/2017	(3)		—		—
		76,667		38,333	$	14.2100		4/23/2018	(3)		—		—
		109,375		153,125	$	8.9400		4/30/2019	(3)		—		—
		—		200,500	$	9.8600		4/28/2020	(3)		—		—

Karl Schneider		11,563		—	$	15.4700		9/19/2011	(1)		—		—
		8,437		—	$	15.4700		9/19/2011	(1)		—		—
		43,750		—	$	14.6900		8/9/2012	(1)		—		—
		31,250		—	$	14.6900		8/9/2012	(1)		—		—
		100,000		—	$	24.7800		7/15/2013	(1)		—		—
		100,000		—	$	24.7800		7/15/2013	(2)		—		—
		60,000		—	$	13.5900		8/19/2015	(3)		—		—
		36,667		3,333	$	19.7800		4/26/2017	(3)		—		—
		28,000		14,000	$	14.2100		4/23/2018	(3)		—		—
		25,000		35,000	$	8.9400		4/30/2019	(3)		—		—
		—		75,000	$	9.8600		4/28/2020	(3)		—		—

Isaac Shenberg, Ph.D.		40,500		—	$	10.3300		2/7/2011	(1)		—		—
		49,719		—	$	11.5200		9/19/2011	(1)		—		—
		82,500		—	$	12.3600		8/9/2012	(1)		—		—
		100,000		—	$	24.7800		7/15/2013	(1)		—		—
		100,000		—	$	24.7800		7/15/2013	(2)		—		—
		54,000		—	$	13.5900		8/19/2015	(3)		—		—
		28,050		2,550	$	19.7800		4/26/2017	(3)		—		—
		26,667		13,333	$	14.2100		4/23/2018	(3)		—		—
		22,917		32,083	$	8.9400		4/30/2019	(3)		—		—
		—		70,000	$	9.8600		4/28/2020	(3)		—		—

(1)	Option is immediately exercisable and vests over four years with 1/48th of the shares vesting each month.

(2)	Option is immediately exercisable and vests over four years, 25% of the shares vesting after one year, and 1/48th of the shares vesting each month thereafter.

(3)	Option vests over four years, with 25% vested and exercisable after one year, and 1/48th of the shares vesting each month thereafter.

2010 Option Exercises and Stock Vested

The following table presents information regarding the exercise of stock options by named executive officers during 2010, and on the vesting of other stock awards during 2010 that were previously granted to the named executive officers.

Option Awards

Stock Awards

Number of
Shares
Acquired on
Exercise (#)

Value Realized
on
Exercise ($)(1)

Number of
Shares
Acquired on
Vesting (#)

Value Realized
on
Vesting ($)(2)

Levy Gerzberg, Ph.D.

—

Karl Schneider

—

Isaac Shenberg, Ph.D.

—

(1)	The dollar amounts shown in this column are determined by multiplying (i) the number of shares of Common Stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the date of exercise and the exercise price of the options.

(2)	The dollar amounts shown this column are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of Common Stock on the vesting date.

Potential Payments upon Termination or Change in Control

Change-in-Control Agreements

We maintain an Executive Retention and Severance Plan (“Retention Plan”) that provides for certain benefits for our executive officers and certain key employees in connection with our change in control. The Retention Plan provides that if, in the event of our change in control, the company acquiring us does not assume, continue or substitute for the outstanding stock options, stock appreciation rights or restricted stock units of the participants in the Retention Plan, then the vesting, exercisability and settlement of such awards will be accelerated in full immediately prior to, but conditioned upon, the consummation of the change in control.

The Retention Plan also provides for the payment of severance benefits to a participant who, within 18 months after a change in control, is terminated without cause or resigns as a result of good reason. Upon such termination, the participant would be entitled to a lump sum payment in an amount equal to the aggregate amount of his base salary and annual bonus for a period of 36 months in the case of the chief executive officer, and 18 months in the case of other executive officers. For these purposes, the annual bonus amount will equal the greater of (i) the participant’s aggregate bonus for the fiscal year immediately preceding the fiscal year of the change in control, (ii) the participant’s aggregate bonus for the fiscal year immediately preceding the fiscal year of the participant’s termination of employment, or (iii) the participant’s aggregate target bonus (assuming attainment of 100% of all applicable performance goals) for the fiscal year of the participant’s termination. We will also provide health (including medical and dental) benefits to the participant and his or her dependents and life insurance benefits to the participant, for 36 months in the case of the chief executive officer and 18 months in the case of other executive officers, at the same premium cost to the participant and coverage levels in effect at the time of termination. In addition, the participant’s outstanding equity awards will become fully vested and, in the case of stock options and stock appreciation rights, will generally remain exercisable for a period of one year after such termination. We will also indemnify the participant for claims or actions arising out of the participant’s services to us and will maintain directors’ and officers’ liability insurance for six years following the date of the participant’s termination. Finally, if the benefits described -above or otherwise received by a participant in connection with a change in control would cause the participant to be subject to any excise tax under Section 4999 of the Code the payments under the Retention Plan will be automatically reduced if such reduction would result in a greater after-tax benefits to the participant.

A change in control is defined generally under the Retention Plan as a person becoming the beneficial owner of a majority of our outstanding shares or voting power, a merger resulting in the stockholders prior to the merger owning less than half of our voting power after the merger, sale of substantially all our assets, or a change in the composition of the majority of the Board over a two-year period.

Cause for termination would include certain acts by the executive of fraud, embezzlement or dishonesty, unauthorized use or disclosure of confidential information or trade secrets, or intentional misconduct adversely affecting our business. Good reason for an executive’s resignation would generally include a reduction in duties, salary, target bonus or benefits, or a relocation of more than 30 miles, in each case without the executive’s consent.

Other Termination Agreements

In December 1997, we issued an offer letter to Karl Schneider, pursuant to which, if Mr. Schneider’s employment with us is terminated, either by us or Mr. Schneider, for a reason other than “cause,” as such term is defined in the offer letter, the other party to the letter is entitled to three months notice; provided, however, that if Mr. Schneider accepts an offer of employment from another company while still employed with us, Mr. Schneider must notify us within 12 hours of acceptance of such offer, and we may terminate Mr. Schneider’s employment without providing advance notice.

Managers’ Insurance and Education Fund

We offer to make contributions on behalf of all of our full time Israeli employees, including Dr. Shenberg who is resident in Israel, to a fund known as Managers’ Insurance. This fund provides a combination of retirement plan, insurance and severance pay benefits to the employee, giving the employee or his or her estate payments upon retirement, disability or death and securing the severance pay, if legally entitled, upon termination of employment. Each full-time employee is entitled to participate in the plan, and each employee who participates contributes an amount equal to 5% of his or her salary to the retirement plan and we contribute between 13.33% and 15.83% of his or her salary (consisting of 5% to the retirement plan, 8.33% to secure severance payments and up to 2.5% for disability insurance). Under the retirement plan component of the Managers’ Insurance, all of our contributions and the contributions made by the employee are immediately vested and non-forfeitable upon contribution to the Managers’ Insurance.

We also provide all of our full-time Israeli employees, including Dr. Shenberg, with an education fund benefit. We contribute to the education fund an amount equal to 7.5% of the employee’s monthly salary and the employee contributes an additional amount equal to 2.5% of his or her monthly salary. The amounts contributed up to the legally recognized limit are available to the employee on a tax-free basis after the lapse of six years from the initial contribution.

Payments upon Termination without Cause, or With Good Reason, After a Change in Control

The following table presents the dollar value of payments and benefits upon a termination of employment of our named executive officers in the event of their termination without cause or resignation with good reason within 18 months following a change in control, assuming that termination took place on December 31, 2010.


Name	Cash Severance (Salary)		Cash Severance (Bonus)(1)		Continued Health Benefits		Acceleration of Equity Awards(2)		Total
Levy Gerzberg, Ph.D.	$	1,260,000	$	1,260,000	$	131,462	$	—	$	2,651,462
Karl Schneider	$	407,400	$	285,180	$	60,575	$	—	$	753,155
Isaac Shenberg, Ph.D.	$	366,000	$	219,600	$	492	$	—	$	586,092

(1)	Bonus means the greater of (i) the aggregate of all bonuses earned by the participant (whether or not actually paid) for 2009, or (ii) the targeted bonus the participant would have earned (assuming attainment of 100% of all applicable performance (goals) for 2010.

(2)

Represents the intrinsic value of the unvested portions of the executive’s equity awards that would accelerate in the circumstances. For options, this value is calculated by multiplying the amount (if any) by which $8.80 (the closing price of Common Stock on December 31, 2010) exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option. For restricted stock and restricted stock unit awards, this value is calculated by multiplying $8.80 by the number of shares or units subject to the accelerated portion of the award. As noted above, the Retention Plan also provides that the executive would be entitled to accelerated vesting of all outstanding equity awards if the successor entity did not assume the awards following our change in control.

COMPENSATION COMMITTEE REPORT*

The members of the Compensation Committee have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the members of the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment.

THE COMPENSATION COMMITTEE

Uzia Galil(1)

James Meindl, Ph.D.(1)

Arthur B. Stabenow

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

(1)	Dr. Meindl and Mr. Galil served as members of the Compensation Committee until March 3, 2011.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No one who served on the Compensation Committee at any time during 2010 is a current or former executive officer or employee or had any relationships requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee during the fiscal year ended December 31, 2010.

Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April 15, 2011, certain information regarding the ownership of Common Stock by each director, named executive officer and all of our current executive officers and directors as a group. Unless otherwise indicated and subject to applicable community property laws, the persons named in the following table have sole voting and investment power with respect to all shares of Common Stock shown.

The percentage of beneficial ownership in the table below is based upon 49,299,251 shares of Common Stock outstanding on April 15, 2011. For each individual, this percentage includes Common Stock of which such individual has the right to acquire beneficial ownership either currently or within sixty days after April 15, 2011, including, but not limited to, upon the exercise of a stock option; however, such Common Stock will not be deemed outstanding for the purpose of computing the percentage owned by any other individual.


	Amount and Nature of Beneficial Ownership
Name of Beneficial Owner	Number of Shares		Percentage Owned (%)
Jeffrey C. Smith(1)		4,447,500		9.02	%
Levy Gerzberg, Ph.D.(2)		1,299,415		2.58	%
Isaac Shenberg, Ph.D.(3)		514,202		1.03	%
Karl Schneider(4)		506,890		1.02
Arthur B. Stabenow(5)		206,796		*
James B. Owens, Jr.(6)		126,000		*
Raymond A. Burgess(7)		92,000		*
Dale Fuller(8)		50,000		*
Jon Castor(9)		10,000		*
All directors and executive officers as a group (9 persons)(10)		7,252,803		14.02	%

*	Less than 1%.

(1)	Mr. Smith, as a member of Starboard Principal Co GP LLC, may be deemed the beneficial owner of the (i) 3,335,650 Shares owned by Starboard V&O Fund and (ii) 1,111,850 Shares held in the Starboard Value LP Accounts.

(2)	Consists of 203,175 shares held directly and 1,096,240 shares issuable upon exercise of options.

(3)	Consists of 18,946 shares held directly and 495,256 shares issuable upon exercise of options.

(4)	Consists of 29,515 shares held directly and 477,375 shares issuable upon exercise of options.

(5)	Consists of 64,596 shares held directly and 142,200 shares issuable upon exercise of options.

(6)	Consists of 6,000 shares held directly and 120,000 shares issuable upon exercise of options.

(7)	Consists of 2,000 shares held directly and 90,000 shares issuable upon exercise of options.

(8)	Consists of 50,000 shares held directly.

(9)	Consists of 10,000 shares held directly.

(10)	Includes an aggregate of 2,421,071 shares issuable upon exercise of options.

The following table sets forth certain information about persons the Company knows were the beneficial owners of five percent or more of our issued and outstanding Common Stock as of April 15, 2011, unless otherwise indicated in the footnotes below:


	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Number of Shares		Percentage Owned (%)
BlackRock, Inc., LLP(1) 40 East 52nd Street New York, New York 10022		5,068,736		10.28	%

Jeffrey C. Smith, Starboard Value LP(2) C/O Steven Wolosky, ESQ Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP 599 Lexington Avenue, 20th Floor New York, New York 10022		4,447,500		9.02	%

Dimensional Fund Advisors LP(3) Palisades West, Building One 6300 Bee Cave Road Austin, Texas 78746		2,880,970		5.84	%

Pzena Investment Management LLC(4) 120 West 45th Street, 20^th Floor New York, New York 10036		2,943,233		5.97	%

(1)	Based on information contained in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 10, 2011. BlackRock, Inc. through its subsidiaries. has sole voting and dispositive power with respect to all of such reported shares.

(2)

Based on information contained in an amended Schedule 13D/A (Amendment No. 6) filed on April 5, 2011. According to the Schedule 13D/A, as of the close of business on April 4, 2011, Starboard Value and Opportunity Fund Ltd. (“SVO”) had beneficial ownership and voting and dispositive control of 3,335,650 shares (including 654,400 shares underlying certain call options) and Starboard Value LP had held 1,111,850 shares (including 218,100 shares underlying certain call options). Starboard Value LP, as the investment manager of SVO may be deemed the beneficial owner of the 3,335,650 Shares owned by SVO. Starboard Value GP, as the general partner of Starboard Value LP, may be deemed may be deemed the beneficial owner of the (i) 3,335,650 Shares owned by SVO and (ii) 1,111,850 Shares held in the Starboard Value LP accounts. Starboard Principal Co. LP, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,335,650 shares owned by SVO and (ii) the 1,111,850 shares held in the Starboard Value LP accounts. Starboard Principal Co GP LLC, as the general partner of Starboard Principal Co. LP, may be deemed the beneficial owner of the (i) 3,335,650 shares owned by SVO and (ii) 1,111,850 Shares held in the Starboard Value LP accounts. Each of Jeffery C. Smith, Mark Mitchell and Peter A. Feld, as a member of Starboard Principal Co GP LLC and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Starboard Principal Co GP LLC, may be deemed the beneficial owner of the (i) 3,335,650 Shares owned by SVO and (ii) 1,111,850 Shares held in the Starboard Value LP accounts.

(3)

Based on information contained in a Schedule 13G/A filed by Dimensional Fund Advisors LP with the SEC on February 11, 2011. Dimensional Fund Advisors LP disclaims beneficial ownership of all such securities. Dimensional Fund Advisors, Inc. acts as investment advisor or manager to certain investment companies, trusts and accounts, none of which, to the knowledge of Dimensional Fund Advisors, Inc., owns more than 5% of the class. Dimensional Fund Advisors LP has sole voting power with respect to 2,802,966 shares and sole dispositive power with respect to 3,880,970 shares.

(4)	Based on information contained in a Schedule 13G filed by Pzena Investment Management LLC with the SEC on February 11, 2011. Pzena Investment Management LLC has sole voting power with respect to 2,430,789 shares and sole dispositive power with respect to 2,943,233 shares.

Item 13—Certain Relationships and Related Transactions, and Director Independence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

The Board has adopted a written policy regarding the review, approval, and ratification of transactions with related persons. In accordance with the policy, the Audit Committee reviews our transactions in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are our directors and executive officers, stockholders beneficially owning more than 5% of the outstanding Common Stock, and their immediate family members. The Audit Committee considers all relevant information available to it about the related person transactions it reviews. The Audit Committee may approve or ratify the related person transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of the Company. No member of the Audit Committee participates in any review, consideration or approval of any related person transaction with respect to which such member or any of his or her family members is the related person

Transactions with Related Persons

In 2010, we did not participate, and we are not currently participating, in any transaction or proposed transaction in which the amount involved exceeded $120,000 and in which any related person had or will have a direct or indirect material interest.

DIRECTOR INDEPENDENCE

Each member of the Board other than Dr. Gerzberg, the Company’s co-founder, President and Chief Executive Officer, is independent under the criteria established by Nasdaq for director independence.

Item 14—Principal Accountant Fees and Services

AUDIT AND NON-AUDIT FEES

The following table sets forth the aggregate fees billed to Zoran for the years ended December 31, 2009 and 2010 by PricewaterhouseCoopers LLP (“PwC”) and Deloitte & Touche LLP (“Deloitte”). Deloitte has served as our independent registered public accountant since March 30, 2009.


	2010		2009
Audit Fees(1)	$	1,066,491	$	879,166
Audit-Related Fees		0		0
Tax Fees		90,396		0
All Other Fees(2)		177,780		45,850

TOTAL	$	1,334,667	$	925,016

(1)

Audit fees consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by PwC and Deloitte in connection with statutory and regulatory filings or engagements. Audit fees also include fees related to PwC’s and Deloitte’s audit of the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

(2)	Other fees include fees for accounting library software and other miscellaneous services.

Our policy requires the Audit Committee to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. Management is responsible for reporting to the Audit Committee on a quarterly basis regarding expenditures for non-audit services made in accordance with this pre-approval.

PART IV

Item 15—Exhibits and Financial Statement Schedules

The following documents are filed as a part of this report:

Exhibits:

EXHIBIT LIST

Exhibit
Number

Incorporated by Reference

Filed
Herewith

Exhibit Title

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Bylaws of the Registrant

3.2

Restated Certificate of Incorporation of the Registrant

10-K

000-27246

3.1

2/26/2009

4.1

Form of Stock Certificate

10-K

000-27246

4.1

4/20/2007

*10.1

Form of Indemnity Agreement for directors, officers and key employees

8-K

000-27246

10.1

06/04/2010

*10.2

2000 Nonstatutory Stock Option Plan

10-K

000-27246

10.2

2/26/2009

*10.3

Executive Retention and Severance Plan, as amended

10-K

000-27246

10.3

2/26/2009

*10.4

Oak Technology, Inc. 1994 Stock Option Plan (as amended and restated)

S-8

333-104498

99.1

04/14/2003

*10.5

Oak Technology, Inc. 1994 Outside Directors’ Stock Option Plan (as Amended and Restated November 21, 2002)

10-Q/A

000-25298

10.1

06/27/2003

*10.6

Form of Oak Technology, Inc. Outside Directors’ Non-Qualified Stock Option Agreement for the 1994 Stock Option Plan and 1994 Outside Director’s Stock Option Plan entered into by David Rynne and Peter Simone

10-Q

000-27246

10.46

11/14/2003

*10.7

Outside Directors Compensation Policy

10-K

000-27246

10.7

2/29/2008

*10.8

Offer Letter to Karl Schneider dated December 15, 1997, as amended July 15, 1998

10-K/A

000-27246

10.49

05/02/2005

10.9

Lease Agreement dated February 2005 between ZML and Matam

POS-AM

333-125948

10.11

07/29/2005

10.10

Form of Employee Proprietary Information and Invention Agreement

10-K/A

000-27246

10.51

05/02/2005

*10.11

Zoran Corporation 2005 Equity Incentive Plan, as amended

8-K

00027246

10.1

06/29/2010

*10.12

Zoran Corporation 2005 Outside Directors Equity Plan with forms of equity award agreements attached

10-Q

000-27246

10.1

8/5/2009

Exhibit
Number

Incorporated by Reference

Filed
Herewith

Exhibit Title

Form

File No.

Exhibit

Filing Date

†10.13

PC Optical Storage Technology Patent License Agreement dated as of January 25, 2006 among Zoran, Zoran’s subsidiary Oak Technology, Inc., and MediaTek Inc.

10-Q

000-27246

10.54

05/10/2006

†10.14

PC Optical Storage Patent Cross License Agreement dated as of January 25, 2006 among Zoran, Zoran’s subsidiary Oak Technology, Inc. and MediaTek, Inc.

10-Q

000-27246

10.55

05/10/2006

*10.15

1993 Stock Option Plan, as amended

10-K

000-27246

10.17

4/20/2007

*10.16

1995 Outside Directors Stock Option Plan

10-K

000-27246

10.18

4/20/2007

*10.17

Zoran Corporation Amended and Restated 1995 Employee Stock Purchase Plan

10-Q

000-27246

10.2

08/06/2010

*10.18

Form of Amendment of Nonstatutory Stock Option Agreement for Outside Directors

10-K

000-27246

10.19

4/20/2007

10.19

Lease Agreement dated as of February 8, 2007 by and between Arturo J. Gutierrez and John A. Cataldo, Trustees of Auburn-Oxford Trust, u/d/t dated October 19, 1983 and Zoran Corporation

10-K

000-27246

10.20

4/20/2007

10.20

Lease Agreement dated as of May 19, 2006 by and between WTA Kifer LLC and Zoran Corporation, as amended on May 19, 2006

10-K

000-27246

10.21

4/20/2007

*10.21

Description of 2008 Executive Officer Bonus Policy

10-K

000-27246

10.21

2/29/2008

*10.22

Amendments to Stock Option Agreements, between the Company and Levy Gerzberg, dated July 17, 2002 and February 11, 2008

10-K

000-27246

10.22

2/29/2008

*10.23

Amendment to Stock Option Agreements, between the Company and Karl Schneider, dated December 22, 2006

10-K

000-27246

10.23

2/29/2008

*10.24

Amendment of Stock Option Agreement, between the Company and Levy Gerzberg, dated December 22, 2006

10-K

000-27246

10.24

2/29/2008

10.25

First amendment to executive retention and severance plan

8-K

000-27246

10.1

01/05/2011

10.26

Registrant’s acceptance of UBS offer as of October 16, 2008

10-K

000-27246

10.26

2/26/2009

Exhibit
Number

Incorporated by Reference

Filed
Herewith

Exhibit Title

Form

File No.

Exhibit

Filing Date

*10.27

Microtune’ Inc. 2010 Stock Plan

DEF 14A

000-31029-40

N/A

04/09/10

*10.28

Amended and Restated Microtune, Inc. 2000 Stock Plan

DEF 14A

000-31029-40

N/A

03/12/09

21.1

List of Subsidiaries of the Registrant

10-K

000-27246

21.1

3/7/2011

23.1

Consent of Independent Registered Public Accounting Firm

10-K

000-27246

23.1

3/7/2011

23.2

Consent of Independent Registered Public Accounting Firm

10-K

000-27246

23.2

3/7/2011

31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act

31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act

32.1

Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10-K

000-27246

32.1

3/7/2011

32.2

Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10-K

000-27246

32.1

3/7/2011

*	Constitutes a management contract or compensatory plan, contract or arrangement.

†	Confidential treatment has been granted for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and were filed separately with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Large accelerated filer

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Non-accelerated filer

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Smaller reporting company