Exhibit
10.50


 


April 9, 2003


 


Badar Baqai

70 Lima Terrace

Fremont, CA 94539


 


Re:                             Terms
of Separation


 


Dear Badar:


 


This letter sets forth the agreement between you and
Silicon Image, Inc (the “Company”) concerning the terms of your separation and
the separation compensation we discussed.


 


1.                                       Separation
Date:  Your employment terminates
effective April 30, 2003 (the “Separation Date”).


 


2.                                       Severance
Pay:  Although the Company is under
no obligation to provide you with any form of severance pay, the Company will
give you a severance package consisting of a) six (6) months base annual
earnings cash severance, subject to applicable withholdings 2003, b) twelve
(12) months of vesting acceleration for options for 180,000 shares with an
exercise price of $1.14 (with all other options to cease vesting on the
Separation Date), and c) a period of twelve (12) months following the
Separation Date to exercise all vested options.  In addition, your present medical, dental and vision benefits
will remain in effect until October 31, 2003.


 


By signing below, you acknowledge that you are receiving the
compensation outlined in this paragraph in consideration for the release of
claims and other terms contained in this agreement, and that you would not
otherwise be entitled to payment in the manner outlined herein.


 


3.                                       Return
of Company Property:  You hereby
warrant to the Company that you have returned to the Company all property or
data of the Company of any type whatsoever that has been in your possession or
control.


 


4.                                       Confidential
Information:  You hereby acknowledge
that you are bound by the Employee Invention Assignment and Confidentiality
Agreement you signed upon joining the Company and that as a result of your
employment with The Company you have had access to The Company’s Proprietary
Information (as defined in that agreement), that you will hold all Proprietary
Information in strictest confidence and that you will not make use of such
Proprietary Information on behalf of anyone. You further confirm that you have
delivered to The Company all documents and data of any nature containing or
pertaining to such Proprietary Information and that you have not taken with you
any such documents or data or any reproduction thereof.


 


5.                                       Waiver
of Claims:  The payments and
promises set forth in this agreement are in full satisfaction of all accrued
salary, vacation pay, bonus pay, profit-sharing, stock options,


 

















 


termination benefits or other compensation to which you may be entitled
by virtue of your employment with The Company or your separation from The
Company. You hereby release and waive any and all claims you may have against
The Company and its owners, agents, officers, shareholders, employees,
directors, attorneys, subscribers, subsidiaries, affiliates, successors and
assigns (collectively “Releasees”), whether known or not known, including,
without limitation, claims under any employment laws, including, but not
limited to, claims of unlawful discharge, breach of contract, breach of the
covenant of good faith and fair dealing, fraud, violation of public policy,
defamation, physical injury, emotional distress, claims for additional
compensation or benefits arising out of your employment or your separation of
employment, claims under Title VII of the 1964 Civil Rights Act, as amended,
the California Fair Employment and Housing Act and any other laws and/or
regulations relating to employment or employment discrimination, including,
without limitation, claims based on age or under the Age Discrimination in
Employment Act or Older Workers Benefit Protection Act. By signing below, you
expressly waive any benefits of Section 1542 of the Civil Code of the State of
California, which provides as follows:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.”


 


6.                                       Nondisparagement:  You agree that you will not disparage the
Company or its products, services, agents, representatives, directors,
officers, shareholders, attorneys, employees, vendors, affiliates, successors
or assigns, or any person acting by, through, under or in concert with any of
them, with any written or oral statement.


 


7.                                       Legal
and Equitable Remedies:  You agree
that Releasees have the right to enforce this agreement and any of its
provisions by injunction, specific performance or other equitable relief
without prejudice to any other rights or remedies Releasees may have at law or
in equity for breach of this agreement.


 


8.                                       Attorneys’
Fees:  If any action is brought to
enforce the terms of this agreement, the prevailing party will be entitled to
recover its reasonable attorneys’ fees, costs and expenses from the other
party, in addition to any other relief to which the prevailing party may be
entitled.


 


9.                                       Confidentiality:  The contents, terms and conditions of this
agreement must be kept confidential by you and may not be disclosed except to
your accountant or attorneys or pursuant to subpoena or court order. You agree
that if you are asked for information concerning this settlement, you will
state only that you and The Company reached an amicable resolution of any
disputes concerning your separation from The Company. Any breach of this
confidentiality provision shall be deemed a material breach of this agreement.


 


10.                                 No
Admission of Liability:  This
agreement is not and shall not be construed or contended by you to be an
admission or evidence of any wrongdoing or liability on the part of Releasees,
their representatives, heirs, executors, attorneys, agents, partners, officers,
shareholders, directors, employees, subsidiaries, affiliates, divisions,
successors or assigns. This


 


2

















 


agreement shall be afforded the maximum protection allowable under
California Evidence Code Section 1152 and/or any other state or federal
provisions of similar effect.


 


11.                                 Entire
Agreement:  This agreement
constitutes the entire agreement between you and Releasees with respect to the
subject matter hereof and supersedes all prior negotiations and agreements,
whether written or oral, relating to such subject matter other than the
confidentiality agreement referred to in paragraph 5, above. You acknowledge
that neither Releasees nor their agents or attorneys have made any promise,
representation or warranty whatsoever, either express or implied, written or
oral, which is not contained in this agreement for the purpose of inducing you
to execute the agreement, and you acknowledge that you have executed this
agreement in reliance only upon such promises, representations and warranties
as are contained herein.


 


12.                                 Modification:  It is expressly agreed that this agreement
may not be altered, amended, modified, or otherwise changed in any respect
except by another written agreement that specifically refers to this agreement,
executed by authorized representatives of each of the parties to this
agreement.


 


13.                                 Review
of Separation Agreement:  You
understand that you may take up to twenty-one (21) days to consider this
agreement and, by signing below, affirm that you were advised to consult with
an attorney prior to signing this agreement. 
You also understand you may revoke this agreement within seven (7) days
of signing this document and that the compensation to be paid to you pursuant
to Paragraph 2 will be paid only at the end of that seven (7) day revocation
period.


 


14.                                 Non-Solicitation:
 Beginning on the date of this letter
and continuing until one year after the Separation Date, you will not solicit
any employee of the Company or its subsidiaries to terminate his or her
employment with the Company or its subsidiaries.


 


If you agree to abide by the terms outlined in this
letter, please sign the attached copy and return it to me. I wish you the best
in your future endeavors.


 


Sincerely,


 


 


Steve Tirado

President


 


I have read and considered and agree to the foregoing.


 


	
   

  	
   

  
	
  [Employee]

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
			



 


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