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November 12, 2009        1

Stock Option Exchange Program

November 12, 2009

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Exhibit (a)(1)(G)

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November 12, 2009        2

Today’s Meeting

Glossary of Terms

Why offer an option exchange program?

Choosing to participate

How the exchange process works

Vesting of restricted stock rights

Stock Option Summary examples

Key terms of restricted stock rights

Pros and cons

Tax implications

Resources

Important dates

Thank you

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November 12, 2009        3

Important Information

This presentation is only a summary of the offer to exchange eligible

options

You should read the Offer to Exchange and your personalized

Election Form carefully to be sure you understand all the terms and

conditions of the offer

If there is any inconsistency between this presentation and either the

Offer to Exchange or your Election Form, the Offer to Exchange and

the Election Form will control

If you have any questions about the offer or any of the materials

related to the offer, please contact Karen Pereira at

optionexchange@zoran.com

or (408) 523-6596

Although our Board of Directors approved the offer, neither the

Compensation Committee, nor our Board of Directors, nor any

officer of Zoran

is permitted to recommend, and none of them

recommends, whether or not you should accept the offer.

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Glossary of Terms

Restricted

Stock

Unit

(RSU)

-

The

right

to

receive

shares

of

stock

on a future date, subject to vesting criteria

Stock

Options

-

The

right

to

purchase

shares

of

stock

at

a

specified price for a specified period, regardless of the actual

market price of the stock at the time the option is exercised

Exercise

Price

or

Strike

Price

-

The

dollar

amount

per

share

required to exercise your option to purchase shares

Vesting

-

Rules

that

govern

how

long

you

must

wait

to

:

Exercise

your

stock

options,

(i.e.

you

must

wait

one

year

or

more), or

Become

eligible

to

receive

unrestricted

shares

of

stock

under

an RSU

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November 12, 2009        5

Why offer an option exchange program?

Retain

and

motivate

employees

to

contribute

to

Zoran’s

future

growth and success

Restore

incentives

for

those

of

you

currently

holding

underwater

stock options

Maintain

competitive

employee

compensation

programs

Better

align

your

interests

with

those

of

our

stockholders

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November 12, 2009        6

What the exchange program means to you

Zoran

is offering you a choice to keep or exchange certain of your current stock

options

Eligible employees holding options with an exercise price more than the greater of

$12.00 or the closing sale price of Zoran

common stock reported on the Nasdaq

Global Market on date the offer expires may voluntarily elect to:

Keep the current stock option grants including the

current exercise price and vesting provisions

Keep

Stock

Options

Exchange

Stock

Options

Surrender any or all eligible stock option grants and

receive new RSUs

Stock options are exchanged on a grant-by-grant

basis (no partial exchanges of eligible grants are

allowed)

RSUs

will be awarded in exchange for the options

you surrender

The number of RSUs

you receive will be

determined based on an exchange of one RSU for

every 3.5 shares subject to the surrendered option

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IF you choose to participate…

You may exchange one or more of your eligible stock

option grants

You must tender the entire outstanding, unexercised

portion of a stock option grant.  Partial option grants

cannot be accepted for exchange 

You will receive a personalized election form that lists

your potentially eligible options

Review the Offer to Exchange

Review the current market price for our common stock on NASDAQ

Review the “2005 Plan”

and the applicable form of RSU agreement for

more information

Complete, sign, date and return the election form before

9:00pm Pacific time on December 10, 2009

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November 12, 2009        8

IF you choose not to participate…

Your outstanding stock options will remain outstanding, according

to the terms under which they were granted

You will not receive RSUs

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November 12, 2009        9

IF you change your mind…

If

you

file

an

election

to

exchange

any

of

your

eligible

options

and

you want to withdraw your election:

Complete,

sign,

date

and

return

a

Notice

of

Change

Election

indicating

your

election

change

before

9:00pm

Pacific

time

on

December

10,

2009

You will incur no penalty for choosing to withdraw

Your

election

will

become

irrevocable

when

the

offer

expires.

You

may

not

make

any

changes

to

your

election

after

9:00pm

Pacific

time

on

December 10, 2009

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November 12, 2009        10

How the stock option exchange process works

The

Offer

to

Exchange

began

November

12,

2009

and

will

end

December

10,

2009

at 9:00pm Pacific Time

“Eligible Options”

means all outstanding stock options granted to you by Zoran

Corporation that

Have an exercise price that is greater than $12.00 per share

Were granted before November 12, 2007 and

have a term that is scheduled to expire

after November 12, 2011.

If you choose to participate in the stock option exchange program, you will

receive one RSU for every 3.5 shares subject to your exchanged stock options

(so

if

your

eligible

option

covered

700

shares,

you

would

receive

200

RSUs

in

exchange for that option)

RSUs

Granted

Eligible

Stock Options

Options

You Elect to

Exchange

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November 12, 2009        11

When will my new RSUs

vest?

RSUs

granted in exchange for eligible stock options will vest in six

installments over a period of approximately three years after the

grant date

The

first

scheduled

vesting

date

for

RSUs

will

be

August

1,

2010

RSUs

will

be

scheduled

to

vest

every

six

months

thereafter,

with

the

last

installment

being

scheduled

to

vest

on

February

1,

2013

The

February

1

and

August

1

vesting

dates

are

intended

to

occur

in

open

trading

windows

under

our

insider

trading

polices

so

that

shares

can

be

sold

when

the

RSUs

vest

if

desired

or

to

cover

the

tax

withholding

obligations

in

locations

where

taxation

occurs

at

vest

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November 12, 2009        12

Stock Option Election Form Example

A.  Election.

As to each of my Eligible Options identified below, I hereby make the election indicated below on the line

corresponding to that option to accept or reject the Offer as to that option (check the applicable box(es), sign

under Section B of this form and return this form to Zoran.  You may elect to accept the Offer as to any or all of

your Eligible Options.  If no election is checked for a particular Eligible Option, you will be deemed to have

rejected the Offer as to that Eligible Option.  We will rely on the last valid election that we receive from you

before the Offer deadline):

Eligible Options

Grant

Number

Date of

Grant

Per Share

Exercise

Price*

No. of

Shares

Originally

Granted

No. of Shares

Outstanding as

of November 6,

2009

Expiration

Date

Number of

Restricted

Stock Units

Offered

Election to

Accept or

Reject the

Offer

12345

7/8/2002

$20.19

700

700

7/8/2012

200

  Accept

  Reject

67890

10/31/2003

$16.70

700

700

10/31/2013

200

  Accept

  Reject

54321

6/5/2006

$25.25

700

700

6/5/2016

200

  Accept

  Reject

  Accept

  Reject

* -  Please note that options that have an exercise price that is less than the closing price of our common stock

on the date the Offer expires will not be exchanged.  Please see the Offer Circular for additional information.

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November 12, 2009        13

Comparing the value of new grants of RSUs

The “break-even”

stock price is the price of Zoran

stock that would

result in the value of an eligible option being equal to the value of a

replacement award of RSUs.  For these purposes, the value of the

option is calculated by multiplying the number of shares subject

to the

option by the difference between the exercise price of the option and

Zoran’s

stock price, and the value of the RSUs

is calculated by

multiplying the number of RSUs

by Zoran’s

stock price.

Example

#1:

Assume

that

you

hold

an

eligible

option

for

700

shares

at

an

exercise

price

of

$16.00

per

share.

If

you

elect

to

exchange

your

eligible

option,

you

would

receive

200

RSUs

in

exchange.

The “break-even”

stock price for this option is $22.40.  This means

that the amount determined by multiplying the 700 shares subject

to the option by the difference between $22.40 and the $16.00

exercise price is equal to the amount determined by multiplying the

200 RSUs

by $22.40.

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November 12, 2009        14

Comparing the value of new grants of RSUs

Example

#2:

Assume

that

you

hold

an

eligible

option

for

700

shares

at

an

exercise price of $20.00 per share.  If you elect to exchange your eligible

option, you would receive 200 RSUs

in exchange.

The “break-even”

stock price for this option is $28.00.  This means that the

amount determined by multiplying the 700 shares subject to the option by

the difference between $28.00 and the $20.00 exercise price is equal to the

amount determined by multiplying the 200 RSUs

by $28.00.

Example

#3:

Assume

that

you

hold

an

eligible

option

for

700

shares

at

an

exercise price of $24.00 per share.  If you elect to exchange your eligible

option, you would receive 200 RSUs

in exchange.

The “break-even”

stock price for this option is $33.60.  This means that the

amount determined by multiplying the 700 shares subject to the option by

the difference between $33.60 and the $24.00 exercise price is equal to the

amount determined by multiplying the 200 RSUs

by $33.60.

Note

that the examples above do not take into account additional vesting

requirements on the new RSUs, taxes and the timing of taxes.  You should

consider these factors and the “Risk Factors”

and other terms and conditions

described

in

the

Offer

Circular

in

assessing

the

relative

values

of

your

eligible

option and a replacement award of RSUs.

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November 12, 2009        15

Key pros and cons of keeping

your stock

options

Opportunity for greater

appreciation if options

are ever “in-the-money”

Keep your current stock

option vesting status

No taxable event until the

options are exercised

Zoran

stock must

appreciate significantly

prior to the options’

expiration dates to equal

the grant-date value of

the new restricted stock

units

Restricted stock units

will have value if Zoran’s

stock price remains

constant or declines,

while the share price

must increase for

options to have value

PROS

CONS

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November 12, 2009        16

Key pros and cons of exchanging

your stock

options

RSUs

will have value even if

Zoran’s

stock price remains

constant or declines, while

the share price must

increase for options to have

value

Eligible options do not need

to be vested to qualify for

participation in the offer

RSUs

require a minimum of

three years for “full

vesting”—

even if the stock

options you surrender are

“fully vested”

You will receive fewer

shares in your award of

RSUs

than the number of

option shares you

exchange, so you will

receive appreciation in the

value of fewer shares than

you would have had you

retained your stock options

and they were ever “in-the-

money”

RSUs

may be taxable upon

vesting, even if you do not

sell them, depending on

local tax requirements

PROS

CONS

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November 12, 2009        17

Tax Implications for US, Israel and

China

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November 12, 2009        18

U.S. Tax implications

The tax implications of the option exchange program depend on

your country of residence

We believe that U.S. employees will incur no immediate U.S. federal income tax

consequences as a result of either electing to retain your eligible options or

electing to exchange eligible options for restricted stock rights

Employees of other jurisdictions should refer to the “Guide to

International Issues”

(attachment F), included in the Offer to Exchange

U.S.

taxpayers

will

recognize

ordinary

income

when

RSUs

become

vested

More information regarding tax implications due to the exchange

can be found in the Offer to Exchange posted on ZNET

You are urged to consult tax and financial advisors before deciding

whether to participate in the exchange program

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November 12, 2009        19

Israel Tax implications –

ITA tax ruling

Why is a tax ruling required?

The

Israeli

Tax

Authority

views

a

cancellation

of

Options

and

their

replacement

with

a

grant

of

RSUs

as

a

taxable

event.

What are we requesting?

The RSUs

will be subject to the capital gains tax route of Section

102 of the Israeli Income Tax Ordinance.

The exchange will not be treated as a taxable event and no tax will

be payable at time of exchange.

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November 12, 2009        20

Israel Tax implications –

ITA tax ruling

Refresh our memory –

What is Section 102?

Section 102 enables employees to enjoy preferable tax treatment,

generally a tax rate of 25% on the appreciation of the share’s price

from the date of grant of an award and until the date of sale of

underlying shares.

Such benefit is given subject to certain conditions, including a

holding period of the award by a trustee for at least 24 months from

its date of grant (i.e. until December 10, 2011).

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November 12, 2009        21

Israel Tax implications –

ITA tax ruling

Sale before the lapse of such 24-month trust period –

the

gain will be considered as ordinary income taxed at

marginal tax rates (up to 46% in 2009), and including

social security and national health insurance payments.

The 25% tax rate provided under the capital gains route

of Section 102 will not apply to the portion of any gain

from sale of shares issued in settlement of the RSUs

equal to the average closing price of a share on Nasdaq

during 30 trading days prior to the date of exchange.

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November 12, 2009        22

Israel Tax implications –

ITA tax ruling

What does the Tax Ruling State?

1.

All RSUs

will be subject to the capital gains tax route of Section

102.

2.

The 24-month trust period of the RSUs, as required under Section

102 will commence from the date of grant (December 10, 2009).

3.

The

benefit

up

to

the

average

closing

price

of

Zoran’s

share

on

Nasdaq

during

30

trading

days

prior

to

December

10,

2009,

will

be

taxed

as

ordinary

income,

plus

social

security

and

national

health

insurance

payments

(“Ordinary

Income

Portion”).

The

remaining

portion

of

the

benefit

will

be

taxed

at

25%.

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November 12, 2009        23

Israel Tax implications –

ITA tax ruling

4.

For any RSUs

replacing an eligible  option to Section 3(i) or

Section 102 (c) (non-trustee) of the Tax Ordinance-the Ordinary

Income Portion will not be lower, for each share, than:

The gain

realized upon

sale of a share

subject to the

RSUs

The number of days from the original date of

grant of your options until December 10, 2009

The number of days from the original date

of grant of your options until the date of

sale of the share subject to RSUs

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November 12, 2009        24

Israel Tax implications –

ITA tax ruling

5.

All tax is paid when shares are sold or released from the trustee.

6.

Option holders who wish to join the Tax Ruling will sign a

declaration confirming that they understand the Tax Ruling, will

act in accordance with its provisions, and will  not request its

amendment or replacement with another tax arrangement.

7.

The general terms of Section 102 will apply.

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November 12, 2009        25

Israel -

Examples

102

Options

(Capital

gains

tax

route)

exchange

for

RSUs

Original grant date: May 1 2006

Amount of options originally granted: 100

Amount of RSUs

replacing cancelled options:100/3.5=28

Share price 30 days average: $11

Date of sale: December 12, 2011

Share price on date of sale: $20

Tax Payable:

Ordinary Income tax (50%): 50%*28*$11 = $154

Capital gains tax (25%): 25%*28*(20-11) = $63

Total tax payable:

$154 + $63 = $217

Total

gain

(after

tax):

(28*$20)

-

$217

=

$343

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November 12, 2009        26

Israel –

Examples (cont’d)

3(i)

or

102(c)

(non

trustee)

options

exchanged

for

RSUs

Original grant date: November 1, 2003

RSUs

Grant Date: December 10, 2009

Date of Sale: November 1, 2013

Amount of options originally granted: 100

Amount of RSUs

replacing cancelled options: 100/3.5=28

Share price 30 days average:$11

Share price on date of sale: $20

Period

from

original

grant

date

to

RSUs

Grant

Date:

73.3

months

Period from original grant date to date of sale: 120 months

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November 12, 2009        27

Israel –

Examples (cont’d)

Calculation of the Ordinary Income Portion shall be the

higher of:

(i) 28 * $11 = $308; and

(ii) 73.3/120 * 28 * $20 = $342

Calculations

of

the

capital

gains

portion:

(28 * $20) –

342 = 218

Calculation of tax:

Ordinary income tax (50%):

50% * $342 = $171

Capital gains tax (25%):

25% * $218 = $54.50

Total tax payable:

$171 + $54.50 = $225.50

Total

gain

(after

tax):

(28*$20) -

$225.50 = $334.50

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November 12, 2009        28

China Tax Implications

This exchange program is intended to be value

for value on an aggregated basis  

No China Individual Income Tax liability expected

upon exchange

However, no China rules on how to calculate “value

for value”

so there could be some risk to employee

The tax implications that follow are based on the

most recent publications by the China tax

authorities. 

The actual tax liability will be based on the tax rulings

actually in effect at the time of the exchange and then

at each time of vesting. 

A local tax adviser should be contacted if you have

specific questions now or at the time of vesting

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November 12, 2009        29

China Tax Implications (cont’d)

RSU’s

will be subject to taxation upon vesting. 

Most recent China tax publication Circular 461 may

apply, given employee does not pay anything to

acquire the shares:

Taxable Income = (Share market price on the registration

date

+

share

market

price

on

the

vested

date)

/

2

x

number

of

shares vested 

The registration date is usually the grant date of the RSUs

IIT

payable

on

income

derived

from

the

first

exercise

or

vesting

of

a

stock

incentive

plan

during

a

tax

year

is

calculated on the formula stipulated in Circular 35

If

income

is

derived

by

an

employee

from

multiple

stock

incentive

plans

more

than

once

during

a

tax

year,

the

IIT

is

calculated

on

a

consolidated

basis

according

to

Circular

35

and

based

on

the

progressive

tax

brackets,

allowing

credit

for

any

taxes

paid

in

respect

of

the

earliest

equity

event

in

the

year

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November 12, 2009        30

Questions?

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November 12, 2009        31

Resources for additional information

Document

Description

Offer to Exchange

(Delivered by Email and Available on ZNET)

This document contains the complete terms and conditions of the

offer (includes a list of common questions and answers regarding

the exchange program).  All other documents are qualified in their

entirety

by

the

actual

terms

of

the

offer

described

in

the

Offer

to

Exchange.

Election Form and Release Agreement

(Delivered by Email)

Document

that

you

must

sign

and

return

to

Zoran

to

participate

in

the

offer.

This

document

lists

all

of

your

option

grants

eligible

for

exchange

and

provides

the

exchange

ratio

and

number

of

restricted

stock

units

that

would

be

granted

in

exchange

for

each

option.

Notice of Change of Election

(Delivered by Email)

Notice

that

you

must

sign

and

return

to

Zoran

if

you

wish

to

withdraw

from

the

program

or

change

any

options

you

previously

elected

to

exchange.

Announcement of

Option Exchange Offer

(Delivered by Email)

An introductory announcement that provides an overview of the

exchange program.

2005 Equity Incentive Plan

(Available on ZNET)

The company stock plan under which the restricted stock units will

be granted.  All restricted stock rights are governed by the terms of

this plan.

Restricted Stock Unit Agreement

(Available on ZNET and attached to the

Offer to Exchange)

Document that contains the terms of the restricted stock units.

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Redistribution

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2009

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November 12, 2009        32

Important dates related to the exchange offer

Event

Date

Initial date of Offer to Exchange

November 12, 2009

End of Offer to Exchange Period

December 10, 2009

Scheduled vesting dates of

replacement RSUs

August 1, 2010; February 1, 2011

August 1, 2011; February 1, 2012

August 1, 2012; February 1, 2013

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November 12, 2009        33

The choice to exchange stock options is yours

Participation in this offer is voluntary and there are no penalties for

electing not to participate. You must make your own decision as to

whether or not to exchange your eligible options.

This presentation is intended to provide you an overview of key

concepts.  We encourage you to thoroughly review the information

contained

in

the

“Offer

to

Exchange”

document

when

evaluating

the option exchange program

You should consult with your own advisors, including your tax

advisor, before making any decisions regarding the offer.

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November 12, 2009        34

Actions to take

If you choose to keep your current stock options, do nothing and

your options will continue under their current terms

If you elect to exchange your stock options:

Complete and sign the Election Form

Submit the Election Form before 9:00pm Pacific time on December

10, 2009

See the offer circular for instruction on how to submit your Election

Form

If you change your mind and want to withdraw any eligible options

you previously elected to exchange:

Complete and submit the Notice of Change of Election before 9:00pm

Pacific time on December 10, 2009

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November 12, 2009        35

Thank you for attending!

Thank you for attending this presentation. While securities laws

prevent us from answering questions relating to your specific

circumstance, your moderator can show you where your questions

may be answered in the offer to exchange document

You may also direct questions about the offer to:

optionexchange@zoran.com

For additional copies of the materials visit the ZNET site at

http://zshare/C12/Stock%20Administration/default.aspx

For additional copies of your personalized Election Form or a Notice

of Change of Election, send an e-mail to

optionexchange@zoran.com

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