exv10w01



 





Exhibit 10.01


SILICON IMAGE, INC.




DIRECTOR COMPENSATION PLAN




     This compensation plan for members of the Board of Directors (the “Board”) of Silicon Image,
Inc. (the “Company”) is effective beginning April 5, 2005 and replaces the director compensation
structure previously in effect.



     Initial Stock Option Grant. Upon appointment or election to the Board, each non-employee
director will receive an option to purchase 40,000 shares of the Company’s common stock under the
Company’s 1999 Equity Incentive Plan (the “1999 EIP”). Such option will have an exercise price
equal to the fair market value of the Company’s common stock on the date of grant. So long as the
director continues to provide services to the Company, this initial stock option grant will vest
and become exercisable with respect to 2.083% of the shares each month following the date of grant
until fully vested; provided, that all shares subject to the stock option will become fully vested
if the Company undergoes a change of control. These initial stock option grants will have a
ten-year term, but will generally terminate three months following the date the director ceases to
perform services for the Company.



     Annual Compensation by Role and for Meeting Attendance.




	 	•  	Cash Compensation by Role. Each non-employee director will receive cash
compensation for membership on the Board, the standing committees and for holding
chair positions on the Board and the standing committees in the amounts and on the
terms described in the table and note (a) below.
	 
	 	•  	Cash Compensation for Meeting Attendance. Each non-employee director will
receive cash compensation for attendance at certain Board and Board committee
meetings in the amounts and on the terms described in the table and notes (c) and
(d) below.
	 
	 	•  	Annual Stock Option Grant(s). Immediately following each annual meeting of
stockholders, each director who is not an employee and whose direct pecuniary
interest in the Company’s common stock is less than five percent will receive stock
option grant(s) under the 1999 EIP in the amounts and on the terms described in the
table and note (b) below, provided such director has served in the role indicated
continuously for a period of at least one year. The shares subject to the annual
stock option grants will have an exercise price equal to the fair market value of
the Company’s common stock on the date of grant. So long as the director continues
to provide services to the Company, these annual grants will vest with respect to
4.167% of the shares each month following the date of grant until fully vested;
provided, that these grants will become fully vested if the Company undergoes a
change of control. These annual stock option grants will have a five-year term, but
will generally terminate three months following the date the option holder ceases
to provide services to the Company.




 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Annual Cash	 	 	 	Annual Stock	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Retainer	 	 	 	Option Grant	 	 	 	 	 	 	 	 	Telephone	 	 
	 	Role	 	 	by Role (a)	 	 	 	by Role (b)	 	 	 	Meeting Fees	 	 	 	Meeting Fees	 	 
	 	Board Member
	 	 	$	25,000	 	 	 	20,000 shares	 	 	$1,000/meeting (c)	 	 	$500/meeting (c)	 
	 	Board Chair
	 	 	$	10,000	 	 	 	5,000 shares	 	 	 	 	 	 	 	 	 	 	 
	 	Audit Committee Member
	 	 	$	10,000	 	 	 	5,000 shares	 	 	$1,000/meeting (d)	 	 	$500/meeting (d)	 
	 	Audit Committee Chair
	 	 	$	10,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Compensation
Committee Member
	 	 	$	5,000	 	 	 	5,000 shares	 	 	$1,000/meeting (d)	 	 	$500/meeting (d)	 
	 	Compensation
Committee Chair
	 	 	$	7,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Governance and
Nominating Committee
Member
	 	 	$	5,000	 	 	 	5,000 shares	 	 	$1,000/meeting (d)	 	 	$500/meeting (d)	 
	 	Governance and
Nominating Committee
Chair
	 	 	$	7,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






	 	(a)  	These cash amounts are additive with respect to each role performed by the
applicable director. For example, if a director serves on the Board, as chair
of the Audit Committee and member of the Compensation Committee, he will
receive an annual cash retainer in the amount of $50,000 ($25,000 as Board
member, $10,000 as Audit Committee member, $10,000 as chair of the Audit
Committee and $5,000 as Compensation Committee member).
	 
	 	(b)  	These option amounts are additive with respect to each role
performed by the applicable director. For example, if a director has served
continuously for a period of at least one year on the Board, as chair of the
Audit Committee and member of the Compensation Committee, he will receive one
or more stock options to purchase an aggregate of 30,000 shares of the
Company’s common stock (20,000 shares as Board member, 5,000 shares as Audit
Committee member and 5,000 shares as Compensation Committee member). A
director must serve in a role continuously for a period of at least one year to
receive the option grant for the respective role.
	 
	 	(c)  	These cash amounts are payable to a director with respect to
all meetings after the sixth meeting of the Board that the applicable director
attended, either in person or via telephone.
	 
	 	(d)  	These cash amounts are payable to a director with respect to
all committee meetings that the applicable director attended, either in person
or via telephone.