Exhibit
10.2


 





 


September 20,
2004


 


Patrick Reutens


 


Dear Patrick:


 


Silicon Image, Inc. (the “Company”)
is pleased to confirm our offer to you with us, in the position of Chief Legal Officer.  The terms of our offer and the
benefits currently provided by the Company are as follows:


 


1.     Your
initial annual base salary will be $250,000,
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 or a committee of the Board
of Directors of the Company (the “Board”).  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. You will
have overall responsibility for the legal management of the Company and will
report directly to the Chief Executive Officer. 
You will be expected to devote your full working time and attention to
the business of the Company, and you will not 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.


 


2.     A
hiring bonus of $30,000 is to be
paid to you in two installment payments of $15,000. The first payment will be
made to you upon your commencement of employment with the Company. The second
payment will be made to you upon the six-month anniversary (“Six Month
Anniversary”) of your employment with the Company, as long as you continue
to be employed by the Company on the Six Month Anniversary. .


 


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 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.  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.     The
Board will approve a grant to you, contingent on you consummating employment
with the Company as Chief Legal Officer, of stock options to purchase 375,000 shares of the Company’s Common Stock at an exercise
price equal to the closing price on the date that you begin employment 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.


 





















 


5.     Upon
termination of your employment with the Company for any reason, you will
receive payment for all unpaid salary and vacation accrued to the date of your
termination of employment; and (except as provided in Section 5(b)(iv)
below) your benefits will terminate pursuant to the terms of the Company’s then
existing benefit plans and policies as provided under the terms of such plans
and policies and as required by applicable law. 
Under certain circumstances, you will also be entitled to receive
Severance Payments (as defined below), but you will not be entitled to any
other compensation, award or damages with respect to your employment or
termination.  A general release of claims
agreement, as provided to you by the Company, must be executed by you and
delivered to the Company in order for you to receive any Severance Payments.


 


a)         In
the event of your voluntary termination or termination for Cause, you will not
be entitled to any severance benefits including, but not limited to Severance
Payments, or additional vesting of shares of restricted stock or options.


 


b)        In
the event of your involuntary termination without Cause, you shall be entitled
to (i) continue to receive your salary for six (6) months following
termination, at the same rate of your base salary at the time of termination;
(ii) six (6) months acceleration on the vesting of any options to purchase
shares of the Company’s common stock that you hold at the time of termination;
(iii) any target bonus that you are eligible for at the time of termination,
prorated for the portion of the fiscal year that you were employed and (iv)
payment by the Company of your COBRA insurance premiums, should you elect
coverage, for a period of the shorter of six (6) months following termination
or until you become employed at a new position (Items (i), (ii) (iii) and (iv)
being collectively defined as “Severance Payments”); provided however, that in no event shall
you receive Severance Payments if you fail to execute and deliver to the
Company, a general release of claims, as provided to you by the Company.  Severance Payments, if any, shall be made
less applicable deductions and withholdings and in accordance with the Company’s
normal payroll practices.


 


c)         “Cause” means (i) any material breach of this agreement,
the Employee Inventions and Confidentiality Agreement between you and the
Company, or any other written agreement between you and the Company, if such
breach causes harm to the Company; (ii) any gross negligence or willful
misconduct by you in your performance of duties to the Company that causes harm
to the Company, including (without limitation) repeated failure to follow the
directions of the person to whom you report; (iii) your repeated failure to
diligently follow the lawful directions of the Board or your repeated failure
to diligently perform your duties in a reasonable manner pursuant to this
agreement; (iv) your commission of a felony under the laws of the United States
or any state thereof; (v) your commission of any act of fraud, embezzlement or
dishonesty or breach of fiduciary duties; or (vi) your the abuse of alcohol or
controlled substances that has a detrimental effect upon your performance of
your duties under this agreement.  A
termination without Cause shall mean a termination for any reason other than
those listed in clauses (i)-(vi) of the preceding sentence or death or
disability.


 


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 that have been or may be, made to you that are contrary, 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.


 


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


 


Sincerely,


 


 


	
  /s/
  David Lee

  	
   

  	
  9/20/04

  	
   

  	
   

  
	
  David Lee

  
	
  Chief Executive Officer
  and Chairman of the Board

  
	
   

  
	
   

  
	
  Acknowledged, Accepted
  and Agreed

  



 


 


	
  /s/
  Patrick Reutens

  	
   

  	
  9/20/04

  	
   

  	
  10/22/04

  
	
  Patrick Reutens

  	
   

  	
  Date

  	
   

  	
  Start Date

  



 


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