exv10w20



 









Exhibit 10.20




January 10, 2005




Dale
Zimmerman



Dear Dale:



Silicon
Image, Inc. (the “Company”) is pleased to confirm our offer to you with us, in the
position of Vice President, Worldwide Marketing, starting
March 1, 2006. The terms of our offer
and the benefits currently provided by the Company are as follows:





	1.	 	Your initial annual base salary will be $265,000, payable in accordance with the Company’s
normal payroll practices with such payroll deductions and withholdings as are required by law
and subject to adjustment by the Board of Directors of the Company
(the “Board”), or a
committee of the Board. You will receive a sign on/relocation bonus in the amount of
$100,000.00 gross (before withholding for taxes and other deductions). The bonus is payable
within 30 days of start and repayable in full in the event of voluntary termination or
termination for cause (based on any breach of this agreement or any other written agreement
between you and the Company, any negligence or willful misconduct by you in your performance
of duties to the Company, your repeated failure to follow the lawful directions of the
Company’s CEO or Board, or any breach of your fiduciary duties to the Company) within the
first 12 months of employment. Company will pay for (a) your air fare to San Francisco or San
Jose, CA, and (b) reasonable apartment and car rental fees incurred by you during your
transition, for up to 15 months after your arrival in California. As Vice President,
Worldwide Marketing, you will be eligible to participate in regular bonus, health insurance,
vacation, and other employee benefit plans established by the Company for its employees from
time to time. You will be eligible to participate in the Company’s 2006 Bonus Program with an
incentive target of 40% of base salary (pro-rated for completed service).
	 
	2.	 	You will have overall responsibility for the marketing organization of the Company and will
report directly to the Chief Executive Officer. 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. You will be expected to devote your full working time and attention to the business
of the Company, and you will not render services to any other business without the prior
approval of the Board or, directly or indirectly, engage or participate in any business that
is competitive in any manner with the business of the Company. You will also be expected to
comply with and be bound by the Company’s operating policies, procedures and practices that
are from time to time in effect during the term of your employment.





 









 







	3.	 	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 that 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. 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.
	 
	4.	 	We will recommend that the Board approve a grant to you, contingent on you accepting your new
role as Vice President, Worldwide Marketing, stock options in the
amount of 250,000 shares of
the Company’s Common Stock at an exercise price equal to the closing price on the date that
you begin your new position with the Company. 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 your employment commencement date, and
thereafter on the same date 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.
	 
	5.	 	You will be eligible for standard company executive severance and change-in-control benefits
if and when such standard executive severance and change-in-control benefits are approved by
the Board.
	 
	6.	 	This letter agreement constitutes the entire understanding and agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements or understandings, inducements or conditions, express or implied, written or oral,
between the parties with respect to such subject matter.
	 
	7.	 	This agreement will be governed by the laws of the State of California without reference to
conflict of laws provisions.
	 
	8.	 	You agree that any dispute regarding the interpretation or enforcement of this agreement
shall be decided by confidential, final and binding arbitration conducted by Judicial
Arbitration and Mediation Services (“JAMS”) under the then existing JAMS rules rather than by
litigation in court, trial by jury, administrative proceeding or in any other forum.
	 
	9.	 	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.
	 
	10.	 	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.




	11.	 	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.
	 
	12.	 	This offer will remain valid until Friday January 13,
2006. If you decide to accept our offer
please sign the enclosed copy of this letter in the space indicated and return it to Sarah
Rawson. 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,




	 	 	 	 	 
	Steve Tirado

	 	      1/10/06	 	 
	 

	 	 	 	 
	Steve Tirado 

Chief Executive Officer
	 	 	 	 






Acknowledged, Accepted and Agreed




	 	 	 	 	 
	Dale Zimmerman

	 	2/6/2006
	 	2/21/2006
	 

	 	 
	 	 
	Dale Zimmerman

	 	Date
	 	Start Date






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