OAK TECHNOLOGY INC
OAK TECHNOLOGY 3Q03 FORM 10-Q EXHIBIT 10.03
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<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ot10q03q3ex1003a.txt
<DESCRIPTION>OAK TECHNOLOGY 3Q03 FORM 10-Q EXHIBIT 10.03
<TEXT>

                                                                  EXHIBIT 10.03


                     SECOND AMENDMENT TO RIGHTS AGREEMENT

     THIS SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of May 4, 2003 (the
"Amendment"), is between Oak Technology, Inc., a Delaware corporation (the
 ---------
"Company"), and EquiServe Trust Company, N.A. (as the successor to BankBoston,
 -------
 N.A.), as Rights Agent (the "Rights Agent").  All capitalized terms not
otherwise defined herein shall have the meaning assigned to such terms in the
Rights Agreement.

                               R E C I T A L S

A.     The Company and the Rights Agent are parties to a Rights Agreement,
dated as of August 19, 1997, as amended on October 15, 2001 (the "Rights
                                                                  ------
Agreement");
---------

B. The Company, Zoran Corporation and Zinc Acquisition Corporation are entering
into an Agreement and Plan of Reorganization dated as of the date hereof (the
"Reorganization Agreement") which provides for the consummation of the "Merger"
 ------------------------                                               ------
as defined in the Reorganization Agreement; and

C. Pursuant to Section 27 of the Rights Agreement, the Board of Directors of
the Company has determined that an amendment to the Rights Agreement as set
forth herein is necessary and desirable to reflect the foregoing and certain
other matters, and the Company and the Rights Agent desire to evidence such
amendment in writing.

     NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto hereby agree as follows:

Section 1.     Amendments to Section 1 of the Rights Agreement.
               -----------------------------------------------

(a)     The definition of "Acquiring Person" in Section 1 of the Rights
                           ----------------
Agreement is hereby amended to add the following paragraph at the end thereof:


"Notwithstanding anything in this Agreement to the contrary, neither Zoran
Corporation ("Zoran") nor Zinc Acquisition Corporation (the "Merger Sub"), nor
              -----                                          ----------
any of their respective Affiliates, shall be deemed to be an Acquiring Person,
either individually or collectively, as a result of the execution, delivery or
performance of the Agreement and Plan of Reorganization, dated May 4, 2003, by
and among the Company, Zoran and the Merger Sub, as it may be amended or
supplemented from time to time (the "Reorganization Agreement"), the public
                                     ------------------------
announcement thereof, or the consummation of the Merger or the other
transactions contemplated by the Reorganization Agreement, including the
execution, delivery or performance of the Voting Agreements (as defined in the
Reorganization Agreement) and the irrevocable proxies attached hereto, between
Zoran and certain stockholders of the Company."

(b)     The definition of "Distribution Date" in Section 1 of the Rights
                           -----------------
Agreement is hereby amended to add the following paragraph at the end thereof:

"Notwithstanding anything in this Agreement to the contrary, neither the
execution, delivery or performance of the Reorganization Agreement, the public
announcement thereof, or the consummation of the Merger or the other
transactions contemplated by the Reorganization Agreement, including the
execution, delivery or performance of the Voting Agreements (as defined in the
Reorganization Agreement) and the irrevocable proxies attached hereto, between
Zoran and certain stockholders of the Company, shall be deemed to cause a
Distribution Date, and the Rights shall not detach from the Common Stock or
become non-redeemable."

(c)     The definition of "Shares Acquisition Date" in Section 1 of the Rights
Agreement is hereby amended to add the following paragraph at the end thereof:

"Notwithstanding anything in this Agreement to the contrary, neither the
execution, delivery or performance of the Reorganization Agreement, the public
announcement thereof, or the consummation of the Merger or the other


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transactions contemplated by the Reorganization Agreement, including the
execution, delivery or performance of the Voting Agreements (as defined in the
Reorganization Agreement) and the irrevocable proxies attached hereto, between
Zoran and certain stockholders of the Company, shall be deemed to cause a
Shares Acquisition Date, and the Rights shall not detach from the Common Stock
or become non-redeemable."

(d)     The definition of "Triggering Event" in Section 1 of the Rights
                           ----------------
Agreement is hereby amended to add the following paragraph at the end thereof:

"Notwithstanding anything in this Agreement to the contrary, neither the
execution, delivery or performance of the Reorganization Agreement, the public
announcement thereof, or the consummation of the Merger or the other
transactions contemplated by the Reorganization Agreement, including the
execution, delivery or performance of the Voting Agreements (as defined in the
Reorganization Agreement) and the irrevocable proxies attached hereto, between
Zoran and certain stockholders of the Company, shall be deemed to cause a
Triggering Event."

(e)     The definition of "Business Day" in Section 1 of the Rights Agreement
                           ------------
is hereby amended and restated in its entirety as follows:

" "Business Day" shall mean any day other than a Saturday, a Sunday, or a day
on which banking institutions in the Commonwealth of Massachusetts or the state
in which the principal office of the Rights Agent is located are authorized or
obligated by law or executive order to close."

     Section 2.     Amendment to Section 21 of the Rights Agreement.  Section
                    -----------------------------------------------
 21 of the Rights Agreement is hereby amended to add the following new sentence
at the end of the first sentence thereof:

"In the event the transfer agency relationship in effect between the Company
and the Rights Agent terminates, the Rights Agent will be deemed to resign
automatically on the effective date of such termination; and any required
notice will be sent by the Company."

     Section 3.     Amendment to Section 23 of the Rights Agreement.  Section
                    -----------------------------------------------
23 of the Rights Agreement is hereby amended to add the following at the end
thereof:

     "(d)     In addition, notwithstanding anything in this Agreement to the
contrary, this Agreement shall terminate and the Rights shall expire at the
Effective Time (as defined in the Reorganization Agreement)."

     Section 4.     Amendment to Section 30 of the Rights Agreement.  Section
                    -----------------------------------------------
30 of the Rights Agreement is hereby amended to add the following at the end
thereof:

     "Nothing in this Agreement shall be construed to give any holder of Rights
     or any other person or corporation any legal or equitable rights, remedy
     or claim under this Agreement in connection with any transactions
     contemplated by the Reorganization Agreement."

     Section 5.     New Section 35 of the Rights Agreement.  The Rights
                    --------------------------------------
Agreement is hereby amended to add the following new section following Section
34 of the Rights Agreement:

     "Section 35.  Force Majeure.  Notwithstanding anything to the contrary
     contained herein, the Rights Agent shall not be liable for any delays or
     failures in performance resulting from acts beyond its reasonable control
     including, without limitation, acts of God, terrorist acts, shortage of
     supply breakdowns or malfunctions, interruptions or malfunction of
     computer facilities, or loss of data due to power failures or mechanical
     difficulties with information storage or retrieval systems, labor
     difficulties, war or civil unrest."

     Section 6.     Certification.  This Section 6 shall constitute an
                    -------------
officer's certificate for purposes of Section 27 of the Rights Agreement, and
the Company and the officer signing this Amendment below, on behalf of the
Company, (i) hereby certify that to the best of their knowledge this Amendment
is in compliance with Section 27 of the Rights Agreement, and (ii) request and
direct that the Rights Agent execute and deliver this Amendment, in accordance
with Section 27.

     Section 7.     Rights Agreement as Amended.  The term "Agreement", as used
                    ---------------------------             ---------
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby.  Except as expressly amended hereby, the Rights Agreement shall
continue in full force and effect in accordance with the provisions thereof on
the date hereof.

     Section 8.     Counterparts. This Amendment may be executed in any number
                    ------------
of counterparts, and each of such counterparts shall for all purposes be deemed
an original, but all such counterparts shall together constitute but one and
the same instrument.

     Section 9.     Governing Law.  This Amendment shall be deemed to be a
                    -------------
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.

     Section 10.     Descriptive Headings. Descriptive headings of the several
                     --------------------
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                              OAK TECHNOLOGY, INC.


                              /s/ David Power
                              -----------------------------
                              Name:  David J. Power
                              Title:  VP & General Counsel



                              EQUISERVE TRUST COMPANY, N.A.



                              /s/ T. Haynes
                              -----------------------------
                              Name:  T. Haynes
                              Title:  Managing Director



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