Zoran Corp \De\ Watch

from 8-K 12 pages (A) the Parent, Zeiss Merger Sub, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of the Parent (“Merger Sub”), and the Company Have Entered Into an Amended and Restated Agreement and Plan of Merger of Even Date Herewith (As It May Be Amended From Time to Time, the “Amended Merger Agreement”), Which Provides For, Among Other Things, the Merger of Merger Sub With and Into the Company (The “Merger”) With the Company Continuing as the Surviving Corporation of the Merger and Pursuant to Which All Outstanding Shares of Capital Stock of the Company Will Be Converted Into the Right to Receive the Consideration Set Forth in the Amended Merger Agreement (The “Merger Consideration”). (B) the Amended Merger Agreement and the Completion of the Merger Are Conditional Upon the Company and the Parent Obtaining the Necessary Approval From Their Respective Shareholders in Accordance With the Laws of Delaware and England and Wales. (C) the Shareholder Is the Beneficial Owner of (Or Is Otherwise Able to Control the Exercise of All Rights Attaching To) the Number of Ordinary Shares in the Capital of the Parent as Set Out on the Signature Page of This Agreement. (D) the Shareholder Has Agreed to Enter Into This Agreement in Consideration for the Company Entering Into the Amended Merger Agreement. Whereby It Is Agreed as Follows: 1. Definitions and Interpretation 1.1 in This Agreement

from 425 12 pages (A) the Parent, Zeiss Merger Sub, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of the Parent (“Merger Sub”), and the Company Have Entered Into an Amended and Restated Agreement and Plan of Merger of Even Date Herewith (As It May Be Amended From Time to Time, the “Amended Merger Agreement”), Which Provides For, Among Other Things, the Merger of Merger Sub With and Into the Company (The “Merger”) With the Company Continuing as the Surviving Corporation of the Merger and Pursuant to Which All Outstanding Shares of Capital Stock of the Company Will Be Converted Into the Right to Receive the Consideration Set Forth in the Amended Merger Agreement (The “Merger Consideration”). (B) the Amended Merger Agreement and the Completion of the Merger Are Conditional Upon the Company and the Parent Obtaining the Necessary Approval From Their Respective Shareholders in Accordance With the Laws of Delaware and England and Wales. (C) the Shareholder Is the Beneficial Owner of (Or Is Otherwise Able to Control the Exercise of All Rights Attaching To) the Number of Ordinary Shares in the Capital of the Parent as Set Out on the Signature Page of This Agreement. (D) the Shareholder Has Agreed to Enter Into This Agreement in Consideration for the Company Entering Into the Amended Merger Agreement. Whereby It Is Agreed as Follows: 1. Definitions and Interpretation 1.1 in This Agreement

from 8-K 12 pages Voting Agreement

from 425 12 pages Voting Agreement

from 425 12 pages (A) the Parent, Zeiss Merger Sub, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of the Parent (“Merger Sub”), and the Company Have Entered Into an Agreement and Plan of Merger of Even Date Herewith (As It May Be Amended From Time to Time, the “Merger Agreement”), Which Provides For, Among Other Things, the Merger of Merger Sub With and Into the Company (The “Merger”) With the Company Continuing as the Surviving Corporation of the Merger and Pursuant to Which All Outstanding Shares of Capital Stock of the Company Will Be Converted Into the Right to Receive the Consideration Set Forth in the Merger Agreement (The “Merger Consideration”). (B) the Merger Agreement and the Completion of the Merger Are Conditional Upon the Company and the Parent Obtaining the Necessary Approval From Their Respective Shareholders in Accordance With the Laws of Delaware and England and Wales. (C) the Shareholder Is the Beneficial Owner of (Or Is Otherwise Able to Control the Exercise of All Rights Attaching To) the Number of Ordinary Shares in the Capital of the Parent as Set Out on the Signature Page of This Agreement. (D) the Shareholder Has Agreed to Enter Into This Agreement in Consideration for the Company Entering Into the Merger Agreement. Whereby It Is Agreed as Follows: 1. Definitions and Interpretation 1.1 in This Agreement

from 8-K 12 pages (A) the Parent, Zeiss Merger Sub, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of the Parent (“Merger Sub”), and the Company Have Entered Into an Agreement and Plan of Merger of Even Date Herewith (As It May Be Amended From Time to Time, the “Merger Agreement”), Which Provides For, Among Other Things, the Merger of Merger Sub With and Into the Company (The “Merger”) With the Company Continuing as the Surviving Corporation of the Merger and Pursuant to Which All Outstanding Shares of Capital Stock of the Company Will Be Converted Into the Right to Receive the Consideration Set Forth in the Merger Agreement (The “Merger Consideration”). (B) the Merger Agreement and the Completion of the Merger Are Conditional Upon the Company and the Parent Obtaining the Necessary Approval From Their Respective Shareholders in Accordance With the Laws of Delaware and England and Wales. (C) the Shareholder Is the Beneficial Owner of (Or Is Otherwise Able to Control the Exercise of All Rights Attaching To) the Number of Ordinary Shares in the Capital of the Parent as Set Out on the Signature Page of This Agreement. (D) the Shareholder Has Agreed to Enter Into This Agreement in Consideration for the Company Entering Into the Merger Agreement. Whereby It Is Agreed as Follows: 1. Definitions and Interpretation 1.1 in This Agreement

from 425 12 pages Voting Agreement

from 8-K 12 pages Voting Agreement

from 8-K 4 pages First Amendment to Agreement to Participate in the Zoran Corporation Executive Retention and Severance Plan as Amended Through October 21, 2008

from 10-Q 18 pages Zoran Corporation 1995 Employee Stock Purchase Plan

from 8-K 34 pages Zoran Corporation 2005 Equity Incentive Plan

from 8-K 14 pages Indemnification Agreement

from 10-Q 12 pages Zoran Corporation 1995 Employee Stock Purchase Plan

from 10-Q 22 pages Zoran Corporation 2005 Outside Directors Equity Plan

from 10-K ~1 page Please Complete and Sign This Form. We Must Receive It by November 14, 2008. Acceptance of Ubs’s Offer Relating to Auction Rate Securities by Signing Below and Returning This Form, I Accept Ubs’s Offer of Rights Relating to My Eligible Ars in the Account Listed Below. I Understand and Acknowledge the Following: • All Eligible Ars Must Remain in My Ubs Account Listed Below Until I Exercise My Rights to Sell My Eligible Ars to Ubs or They Are Redeemed by the Issuer or Purchased or Sold on My Behalf by Ubs; • I Will Instruct My Ubs Financial Advisor or Branch Manager if and When I Want to Exercise My Rights and Sell My Eligible Ars to Ubs During the Period of June 30, 2010, Through July 2, 2012;

from 10-K 130 pages Zoran Corporation 2005 Equity Incentive Plan

from 10-K 20 pages Zoran Corporation Executive Retention and Severance Plan as Amended Through October 21, 2008

from 10-K 6 pages Zoran Corporation 2000 Nonstatutory Stock Option Plan

from 10-K 2 pages Zoran Corporation Amendment to Stock Option Agreement

from 10-K 4 pages Zoran Corporation Amendment to Stock Option Agreement