exv10w34



 





Exhibit 10.34




December 23, 2006




Mr. Edward Lopez





Dear Mr. Lopez;



Silicon Image, Inc. (the “Company”) is pleased to confirm our offer to you in the position
of Chief Legal Officer reporting to Steve Tirado starting January 8, 2007. The terms of our offer
and the benefits currently provided by the Company are as follows:





	1.	 	Your starting base salary will be $275,000 and will be subject to annual review. In
addition, you will be eligible to participate in the regular health insurance 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. During the period that you render
services to the Company, you agree to not engage in any employment, business or activity that
is in any way competitive with the business or proposed business of the Company. You will
disclose to the Company in writing any other gainful employment, business or activity that you
are currently associated with or participate in that competes with 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. 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. You
represent that your signing of this offer letter, agreement(s) concerning stock options
granted to you under the Plan (as defined below) and the Company’s Employee Invention
Assignment and Confidentiality Agreement and your commencement of employment with the Company
will not violate any agreement currently in place between yourself and current or past
employers.
	 
	3.	 	We will recommend that the Board approve a grant to you, contingent on you accepting your new
role as Chief Legal Officer, of stock options in the amount of 100,000 shares of the Company’s
Common Stock. The grant date for such grant of stock options shall be the first
15th day of the calendar month after you commence work at the Company, and the
exercise price for such grant shall be the closing price on such grant date. Provided you
continue to provide services to the Company, the stock options will become vested and
exercisable with respect to 25% of the total shares granted on the 12 month anniversary date
of the grant date, and thereafter on the 15th day of each succeeding month an
additional 2.083% of the total shares granted under the stock option will become vested and
exercisable. However, the grant of such stock 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 stock option plan and on any specific stock option grant to
you will be provided upon approval of such stock option grant by the Board.
	 
	4.	 	This offer of employment is made to you in confidence, and we ask that you not disclose its
terms to anyone outside your immediate family. If you do disclose any of its terms to such a
family member, please 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 or no reason, at any time and without cause
or prior notice. 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. The
at-will nature of your employment with the Company may only be changed in a written agreement
signed by the Company’s CEO.
	 
	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 confirming your identify and 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.	 	Please also note that due to United States export control laws, the Company may need to make
inquiries into your citizenship if you will have probable or actual contact with certain
technology and/or source code. Should the Company determine that you will have probable or
actual contact with certain technology and/or source code, and should you be a citizen of an
embargoed country under United States export control laws, this may have a material effect on
the terms and conditions of your employment with the Company.
	 
	8.	 	You and the Company agree to submit to mandatory and exclusive binding arbitration any
controversy or claim arising out of, or relating to, this Agreement or any breach hereof,
provided, however, that the parties retain their right to, and shall not be prohibited,
limited or in any other way restricted from, seeking or obtaining injunctive relief from a
court having jurisdiction over the parties for any alleged violation of the Employee Invention
Assignment and Confidentiality Agreement. Such arbitration shall be conducted through JAMS in
the State of California, Santa Clara County, before a single arbitrator, in accordance with
the JAMS Employment Arbitration Rules and Procedures in effect at that time. The arbitrator
must decide all disputes in accordance with California law and shall have power to decide all
matters, including arbitrability. You will bear only those costs of arbitration you would
otherwise bear had you brought a covered claim in court. When the arbitrator has issued a
decision, judgment on that decision may be entered in any court having jurisdiction thereof.
We each understand and agree that we are waiving a trial by jury. However, this arbitration
provision shall not affect your right to file an administrative 




 









 





	 	 	claim before any government agency where, as a matter of law, the parties may not restrict the Employee’s ability to file
an administrative claim with said agency (by way of example, claims before the Equal Employment
Opportunity Commission and the National Labor Relations Board). Otherwise, the parties agree that arbitration shall be the exclusive remedy for administrative
claims.
	 
	9.	 	This offer will remain valid until Sunday, December 26, 2006. 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,

Silicon Image, Inc
 
	 	 	
/s/ Doug Haslam
	 	 	



Doug Haslam

Vice President Human Resources
	 
	 	 	My signature below indicates acceptance of the terms and conditions of this offer and
acknowledgement that I have read and understood the terms and conditions of this offer. I
further acknowledge that no other commitments or representations were made to me as part of my
employment offer except as specifically set forth herein.






	 	 	 	 	 
	/s/ Edward Lopez	 	12/23/06	 	1/08/07
	 
	 	 
	 	 
	Edward Lopez
	 	Date
	 	Start Date