exv10w27



 





Exhibit 10.27



February 19, 2002




To: J. Duane Northcutt



Dear Duane:




Silicon Image, Inc. (the “Company”) is pleased to confirm our offer to you with us. You
will initially report to David D. Lee, CEO and President, in the position of Vice President of
System Architecture Group. The terms of our offer and the benefits currently provided by the
company are as follows:





	1.  	Your compensation will be $195,000 annual salary and will be subject to annual review. In
addition, you will be eligible to participate in regular health insurance, vacation and other
employee benefit plans established by the Company for its employees from time to time.
	 
	2.  	As an employee of the Company you will have access to certain Company confidential
information and you may, during the course of your employment, develop certain information or
inventions which will be the property of the Company. To protect the interest of the Company,
you will need to sign the Company’s standard “Employee Inventions and Confidentiality
Agreement” as a condition of your employment. A copy of the form of this agreement has been
attached as Appendix A for your review. We wish to impress upon you that we do not
wish you to bring any confidential or proprietary material of any former employer or to
violate any other obligations you may have to your former employer.
	 
	3.  	Management will recommend that the Board of Director approve a grant to you of stock options
for 250,000 shares of the Company’s Common Stock. The exercise price of the options would be
the fair market value as determined by the Board at the time of the grant. The vesting
schedule for all options will be at a rate of 25% for the first 12 months, and thereafter, at
2.083% after each full succeeding month. However, the grant of such options by the Company is
subject to the Board’s approval and this promise to recommend such approval is not a promise
of compensation, and is not intended to create any obligation on the part of the Company.
Further details on the Company’s Option Plan and any specific grant to you will be provided
upon approval of such grant by the Board.
	 
	4.  	This offer of employment is made to you in confidence, and its terms must not be disclosed by
you to anyone outside your immediate family. If you do disclose any of its terms to such a
family member, you must caution him or her that such information is confidential and must not
be disclosed to anyone.




 









 






	5.  	While we look forward to a long and profitable relationship, should you decide to accept our
offer, you will be an at-will employee of the Company, which means the employment relationship
can be terminated by either of us for any reason at any time. Any statements or
representations to the contrary (and, indeed, any statements contradicting any provision in
this letter) should be regarded by you as ineffective. Further, your participation in any
stock option or benefit program is not to be regarded as assuring you of continuing employment
for any particular period of time. In the event any disputes arise out of the relation of the
at-will employment, the matter will be resolved through arbitration in the Santa Clara County.
	 
	6.  	Please note that because of employer regulations adopted in the Immigration Reform and
Control Act of 1986, within three business days of starting your new position you will need to
present documentation demonstrating that you have authorization to work in the United States.
If you have questions about this requirement, which applies to U. S. citizens and non-U.S.
citizens alike, you may contact our Human Resource department.
	 
	7.  	This offer will remain valid until Thursday, February 28, 2002. If you decide to accept our
offer please sign the enclosed copy of this letter in the space indicated and return it to the
Human Resource department. Your signature will acknowledge that you have read and understood
and agreed to the terms and conditions of this offer and the attached documents. Should you
have anything else that you wish to discuss, please do not hesitate to call.





     We look forward to the opportunity to welcome you to Silicon Image, Inc.



     Sincerely,







	 	 	 
	/s/ David D. Lee

	 	/s/ Doris Y. Suh
	 

	 	 
	David D. Lee

	 	Doris Y. Suh
	President & CEO

	 	Sr. Dir., Human Resources






Attachments:

EI & CA




Acknowledged, Accepted and Agreed




	 	 	 	 	 
	/s/ J. Duane Northcutt

	 	     2/20/02
	 	2/22/02
	 

	 	 
	 	 
	J. Duane Northcutt

	 	      Date
	 	StartDate






This letter is simply for your information and is not to be construed as a contract of
employment.