8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 30, 2006

ZORAN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-27246	94-2794449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1390 Kifer Road

Sunnyvale, California 94086-5305

(Address of principal executive offices) (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On March 30, 2006, the Compensation Committee of the Board of Directors of Zoran Corporation (“Zoran” or the “Company”) approved the 2006 base salaries and target bonus amounts for the Company’s executive officers.

A copy of the amended Zoran Corporation Summary of Compensation Arrangements with Named Executive Officers and Directors is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description
99.1	Zoran Corporation Summary of Compensation Arrangements with Named Executive Officers and Directors, as amended.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2006	ZORAN CORPORATION
	By:	/s/ Karl Schneider
		Karl Schneider
		Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

ZORAN CORPORATION

Summary of Compensation Arrangements

with Named Executive Officers and Directors

(Amended as of March 30, 2006)

OFFICERS

Set forth below is a description of the compensation arrangements for each of our executive officers.

		2006
Name	Title	Base Salary		Target Bonus
Gerzberg, Levy	President/CEO	$	437,500	100	%
Schneider, Karl	Chief Financial Officer	$	275,000	70	%
Shenberg, Isaac	Senior VP, Business Development	$	210,000	60	%

The executive bonus is based upon both company and individual factors during the bonus period.  The percentage of bonus payout is based upon achievement of both company and individual goals and decided upon by the Compensation Committee of the Board of Directors.

DIRECTORS

The general Zoran Corporation Board in Directors compensation plan provides the following compensation components for service as board members, for participation at board meetings, and service on board committees going forward:

•Annual retainer fee of $20,000 per Director

•Per board meeting fee of $2,000 per Director

•Quarterly committee fee of $2,500 per chairperson of a board committee

•Quarterly committee fee of $1,500 per Directors serving on a committee

•Per committee meeting fee of $750 per Director

•Initial stock option grants of 30,000 shares per Director on appointment or election

•Annual stock option grants of the 15,000 shares per Director

The majority of previous director stock option grants were granted pursuant to Zoran’s 1995 Directors Stock Option Plan.  Future director stock option grants shall be granted pursuant to the Zoran Corporation 2005 Outside Directors Equity Plan.  The initial option grants become exercisable in installments of one-fourth (1/4) of the total number of shares on each of the first, second, third and fourth anniversaries of the date of grant.  The annual option grants become fully exercisable on the date immediately preceding the first annual meeting of stockholders held after the grant date of such annual option, subject to the directors continuous service.  Options granted have a term of ten (10) years.