EXHIBIT 10.36

SILICON IMAGE, INC.        CMD TECHNOLOGY INC.        1999 STOCK INCENTIVE PLAN

Assumed by Silicon Image, Inc. effective June 7, 2001
and as amended September 7, 2001

This
1999 STOCK INCENTIVE PLAN (the "Plan") was established by CMD Technology, Inc., a California corporation and adopted by its Board of Directors as of the ninth day of
August, 1999 (the "Effective Date"), and later assumed by Silicon Image, Inc. (the "Company").

ARTICLE 1PURPOSES OF THE PLAN

1.1Purposes.The purposes of the Plan are (a) to
enhance the Company's ability to attract and retain the services of qualified employees, officers and directors (including non-employee officers and directors), and consultants and other
service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company's business largely depends, and (b) to provide additional
incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the
Company and thereby have an interest in the success and increased value of the Company.

ARTICLE 2DEFINITIONS

For purposes of this Plan, the following terms shall have the meanings indicated:

2.1Administrator."Administrator" means the Board or, if the Board delegates
responsibility for any matter to the Committee, the term Administrator shall mean the Committee.

2.2Affiliated Company."Affiliated Company" means any "parent corporation" or
"subsidiary corporation" of the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively.

2.3Board."Board" means the Board of Directors of the Company.

2.4Change in Control."Change in Control" shall mean (i) a dissolution or
liquidation of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a
reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the
Options and the Restricted Stock granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (iii) a merger
in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls
another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (iv) the sale of substantially all of the assets of the
Company, or (v) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction.

2.5Code."Code" means the Internal Revenue Code of 1986, as amended from time
to time.

2.6Committee."Committee" means a committee of two or more members of the Board
appointed to administer the Plan, as set forth in Section 7.1 hereof.

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2.7Common Stock."Common Stock" means the Common Stock of the Company, subject
to adjustment pursuant to Section 4.2 hereof.

2.8Disability."Disability" means permanent and total disability as defined in
Section 22(e)(3) of the Code. The Administrator's determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties.

2.9Effective Date."Effective Date" means the date on which the Plan is adopted
by the Board, as set forth on the first page hereof.

2.10Exercise Price."Exercise Price" means the purchase price per share of
Common Stock payable upon exercise of an Option.

2.11Fair Market Value."Fair Market Value" means, as of any date, the value of
a share of the Company's Common Stock determined as follows:



2.12Incentive Option."Incentive Option" means any Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

2.13Incentive Option Agreement."Incentive Option Agreement" means an
Option,Agreement with respect to an Incentive Option.

2.14NASD Dealer."NASD Dealer" means a broker-dealer that is a member of the
National Association of Securities Dealers, Inc.

2.15Nonqualified Option."Nonqualified Option" means any Option that is not an
Incentive Option. To the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the
limitations applicable to a 10% Shareholder or because it exceeds the annual limit provided for in Section 5.6 below, it shall to that extent constitute a Nonqualified Option.

2.16Nonqualified Option Agreement."Nonqualified Option Agreement" means an
Option Agreement with respect to a Nonqualified Option.

2.17Offeree."Offeree" means a Participant to whom a Right to Purchase has been
offered or who has acquired Restricted Stock under the Plan.

2.18Option."Option" means any option to purchase Common Stock granted pursuant
to the Plan.

2.19Option Agreement."Option Agreement" means the written agreement entered
into between the Company and the Optionee with respect to an Option granted under the Plan.

2.20Optionee."Optionee" means a Participant who holds an Option.

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2.21Participant."Participant" means an individual or entity who holds an
Option, a Right to Purchase or Restricted Stock under the Plan.

2.22Purchase Price."Purchase Price" means the purchase price per share of
Restricted Stock payable upon acceptance of a Right to Purchase.

2.23Restricted Stock."Restricted Stock" means shares of Common Stock issued
pursuant to Article 6 hereof, subject to any restrictions and conditions as are established pursuant to suchArticle 6.

2.24Right to Purchase."Right to Purchase" means a right to purchase Restricted
Stock granted to an Offeree pursuant to Article 6 hereof.

2.25Service Provider."Service Provider" means a consultant or other person or
entity who provides services to the Company or an Affiliated Company and who the Administrator authorizes to become a Participant in the Plan.

2.26Stock Purchase Agreement."Stock Purchase Agreement" means the written
agreement entered into between the Company and the Offeree with respect to a Right to Purchase offered under the Plan.

2.2710% Shareholder."10% Shareholder" means a person who, as of a relevant
date, owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of an Affiliated Company.

ARTICLE 3ELIGIBILITY

3.1Incentive Options.Only employees of the Company or of an Affiliated Company
(including officers of the Company and members of the Board if they are employees of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan.

3.2Nonqualified Options and Rights to Purchase.Employees of the Company or of
an Affiliated Company, officers of the Company and members of the Board (whether or not employed by the Company or an Affiliated Company), and Service Providers are eligible to receive Nonqualified
Options or Rights to Purchase under the Plan.

ARTICLE 4PLAN SHARES

4.1Shares Subject to the Plan.A total of 6,000,000 shares of Common Stock may
be issued under the Plan, subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation, in the event that (a) all or any
portion of any Option or Right to Purchase granted or offered under the Plan can no longer under any circumstances be exercised, or (b) any shares of Common Stock are reacquired by the Company
pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or Stock Purchase Agreement, the shares of Common Stock allocable to the unexercised portion of such Option or such Right to
Purchase, or the shares so reacquired, shall again be available for grant or issuance under the Plan.

4.2Changes in Capital Structure.In the event that the number of outstanding
shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without
consideration, then (a) the number of shares of Common Stock reserved for issuance under this Plan, (b) the Exercise Prices of and number of shares of Common Stock subject to outstanding
Options, and (d) the Purchase Prices of and number of shares of Common Stock subject to outstanding Restricted Stock Awardswill

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be proportionately adjusted, subject to any rqeuired action by the Board or the stockholders of the Company and compliance with applicable securities laws;provided, however,that fractions of a share
of Common Stock will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a share or will be
rounded up to the nearest whole share, as determined by the Committee.

ARTICLE 5OPTIONS

5.1Option Agreement.Each Option granted pursuant to this Plan shall be
evidenced by an Option Agreement which shall specify the number of shares subject thereto, the Exercise Price per share, and whether the Option is an Incentive Option or Nonqualified Option. As soon
as is practical following
the grant of an Option, an Option Agreement shall be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option was granted. Each Option Agreement shall be in such
form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable, including, without limitation,
the imposition of any right to repurchase a portion or all of the unvested shares held by an Optionee following such Optionee's termination of employment. Each Option Agreement may be different from
each other Option Agreement.

5.2Exercise Price.The Exercise Price per share of Common Stock covered by each
Option shall be determined by the Administrator, subject to the following: (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the date the
Incentive Option is granted, (b) the Exercise Price of a Nonqualified Option shall not be less than 85% of Fair Market Value on the date the Nonqualified Option is granted, and (c) if
the person to whom an Incentive Option is granted is a 10% Shareholder on the date of grant, the Exercise Price shall not be less than 110% of Fair Market Value on the date the Incentive Option is
granted.

5.3Payment of Exercise Price.Payment of the Exercise Price shall be made upon
exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common
Stock owned by the Optionee that have been held by the Optionee for at least six (6) months, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise;
(d) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483
and 1274 of the Code;provided, however,that Participants who are not employees or directors of the Company will not be entitled to purchase shares
with a promissory note unless the note is adequately secured by collateral other than such shares; (e) the cancellation of indebtedness of the Company to the Optionee; (f) the waiver of
compensation due or accrued to the Optionee for services rendered; (g) provided that a public market for the Common Stock exists, a "same day sale" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits
upon receipt of such shares to forward the Exercise Price directly to the Company; (h) provided that a public market for the Common Stock exists, a "margin" commitment from the Optionee and an
NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in
the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (i) any
combination-of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable corporate law.

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5.4Term and Termination of Options.The term and provisions for termination of each Option
shall be as fixed by the Administrator, but no Option may be exercisable more than ten (10) years after the date it is granted. An Incentive Option granted to a person who is a 10% Shareholder
on the date of grant shall not be exercisable more than five (5) years after the date it is granted.

5.5Vesting and Exercise of Options.Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives, as shall be
determined by the Administrator.

5.6Annual Limit on Incentive Options.To the extent required for "incentive
stock option" treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock shall not, with respect to which Incentive
Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time by an Optionee during any calendar year, exceed $100.000.

5.7Nontransferability of Options.No Option shall be assignable or transferable
except by will or the laws of descent and distribution, and during the life of the Optionee shall be exercisable only by such Optionee.

5.8Rights as Shareholder.An Optionee or permitted transferee of an Option
shall have no rights or privileges as a shareholder with respect to any shares covered by an Option until such Option has been duly exercised and certificates representing shares purchased upon such
exercise have been issued to such person.

5.9Restrictions on Shares.At the discretion of the Committee, the Company may
reserve to itself and/or its assignee(s) in the Option agreement a right to repurchase a portion of or all unvested shares held by an Optionee following such Optionee's termination of employment at
any time within ninety (90) days after the later of Optionee's termination date and the date the Optionee purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Optionee's exercise price.

ARTICLE 6RIGHTS TO PURCHASE

6.1Nature of Right to Purchase.A Right to Purchase granted to an Offeree
entitles the Offeree to purchase, for a Purchase Price determined by the Administrator, shares of Common Stock subject to such terms, restrictions and conditions as the Administrator may determine at
the time of grant ("Restricted Stock"). Such conditions may include, but are not limited to, continued employment or the achievement of specified performance goals or objectives.

6.2Acceptance of Right to Purchase.An Offeree shall have no rights with
respect to the Restricted Stock subject to a Right to Purchase unless the Offeree shall have accepted the Right to Purchase within ten (10) days (or such longer or shorter period as the
Administrator may specify) following the grant of the Right to Purchase by making payment of the full Purchase Price to the Company in the manner set forth in Section 6.3 hereof and by
executing and delivering to the Company a Stock Purchase Agreement. Each Stock Purchase Agreement shall be in such form, and shall set forth the Purchase Price and such other terms, conditions and
restrictions of the Restricted Stock, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

6.3Payment of Purchase Price.Subject to any legal restrictions, payment of the
Purchase Price upon acceptance of a Right to Purchase Restricted Stock may be made, in the discretion of the Administrator, by: (a) cash; (b) check; (c) the surrender of shares of
Common Stock owned by the

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Offeree that have been held by the Offeree for at least six (6) months, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) by tender of a
full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however,that Participants who are not employees or directors of the Company will not be entitled to purchase shares with a promissory note
unless the note is adequately secured by collateral other than such shares; (e) the cancellation of indebtedness of the Company to the Offeree; (f) the waiver of compensation due or
accrued to the Offeree for services rendered; or (g) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable
corporate law.

6.4Rights as a Shareholder.Upon complying with the provisions of
Section 6.2 hereof, an Offeree shall have the rights of a shareholder with respect to the Restricted Stock purchased pursuant to the Right to Purchase, including voting and dividend rights,
subject to the terms, restrictions and conditions as are set forth in the Stock Purchase Agreement. Unless the Administrator shall determine otherwise, certificates evidencing shares of Restricted
Stock shall remain in the possession of the Company until such shares have vested in accordance with the terms of the Stock Purchase Agreement.

6.5Restrictions.Shares of Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of except as specifically provided in the Stock Purchase Agreement. In the event of termination of a Participant's employment, service as a director of the Company or
Service Provider status for any reason whatsoever (including death or disability), the Stock Purchase Agreement may provide, in the discretion of the Administrator, that the Company shall have the
right, exercisable at the discretion of the Administrator, to repurchase (i) at the original Purchase Price, any shares of Restricted Stock which have not vested as of the date of termination,
and (ii) at Fair Market Value, any shares of Restricted Stock which have vested as of such date, on such terms as may be provided in the Stock Purchase Agreement.

6.6Vesting of Restricted Stock.The Stock Purchase Agreement shall specify the
date or dates, the performance goals or objectives which must be achieved, and any other conditions on which the Restricted Stock may vest.

6.7Dividends.If payment for shares of Restricted Stock is made by promissory
note, any cash dividends paid with respect to the Restricted Stock may be applied, in the discretion of the Administrator, to repayment of such note.

6.8Nonassignability of Rights.No Right to Purchase shall be assignable or
transferable except by will or the laws of descent and distribution or as otherwise provided by the Administrator.

ARTICLE 7ADMINISTRATION OF THE PLAN

7.1Administrator.Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such responsibilities in whole or in part to a committee consisting of two (2) or more members of the Board (the
"Committee"). Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. As used herein, the term "Administrator" means the Board or, with respect
to any matter as to which responsibility has been delegated to the Committee, the term Administrator shall mean the Committee.

7.2Powers of the Administrator.In addition to any other powers or authority
conferred upon the Administrator elsewhere in the Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the time or times at which,
Incentive Options or Nonqualified Options shall be granted and Rights to Purchase shall be offered, the number of shares to be represented by each Option and Right to Purchase and the consideration to
be received by the

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Company upon the exercise thereof; (b) to interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions
and restrictions contained in, and the form of, Option Agreements and Stock Purchase Agreements: (e) to determine the identity or capacity of any persons who may be entitled to exercise a
Participant's rights under any Option or Right to Purchase under the Plan: (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement
or Stock Purchase Agreement; (g) to accelerate
the vesting of any Option or release or waive any repurchase rights of the Company with respect to Restricted Stock: (h) to extend the exercise date of any Option or acceptance date of any
Right to Purchase; (i) to provide for repurchase rights; (j) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or
modification which the Administrator could have provided for upon the grant of an Option or Right to Purchase or in furtherance of the powers provided for herein; and (k) to make all other
determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or
determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan shall be final and binding on the Company and all Participants.

7.3Limitation on Liability.No employee of the Company or member of the Board
or Committee shall be subject to any liability with respect to duties under the Plan unless the person acts fraudulently or in bad faith: To the extent permitted by law, the Company shall indemnify
each member of the Board or Committee, and any employee of the Company with duties under the Plan, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed
proceeding, whether civil, criminal, administrative or, investigative, by reason of such person's conduct in the performance of duties under the Plan.

ARTICLE 8CHANGE IN CONTROL

8.1Change in Control.In order to preserve a Participant's rights in the event
of a Change in Control of the Company:



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ARTICLE 9AMENDMENT AND TERMINATION OF THE PLAN

9.1Amendments.The Board may from time to time alter, amend, suspend or
terminate the Plan in such respects as the Board may deem advisable. No such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any
Participant under an outstanding Option Agreement or Stock Purchase Agreement without such Participant's consent. The Board may alter or amend the Plan to comply with requirements under the Code
relating to Incentive Options or other types of options which give Optionees more favorable tax treatment than that applicable to Options granted under this Plan as of the date of its adoption. Upon
any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment
afforded to an Optionee pursuant to such terms and conditions.

9.2Plan Termination.Unless the Plan shall theretofore have been terminated,
the Plan shall terminate on the tenth (10th) anniversary of the Effective Date and no Options or Rights to Purchase may be
granted under the Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights to Purchase then outstanding shall continue in effect in accordance with their respective terms.

ARTICLE 10TAX WITHHOLDING

10.1Withholding.The Company shall have the power to withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy any applicable Federal, state, and local tax withholding requirements with respect to any Options exercised or Restricted Stock
issued under the Plan. To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion and upon such terms and conditions as it may deem
appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax rate applicable to such
Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled as a result of the exercise of an Option or.as a result of the purchase of or
lapse of restrictions on Restricted Stock or (b) delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of
the Participant's tax withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount of income subject to withholding.

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ARTICLE 11MISCELLANEOUS

11.1Benefits Not Alienable.Other than as provided above, benefits under the
Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect.

11.2No Enlargement of Employee Rights.This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of, the
employment of any Participant. Nothing contained in the Plan shall be deemed to give the right to any Participant to be retained as an
employee of the Company or any Affiliated Company or to limit the right of the Company or any Affiliated Company to discharge any Participant at any time.

11.3Application of Funds.The proceeds received by the Company from the sale of
Common Stock pursuant to Option Agreements and Stock Purchase Agreements, except as otherwise provided herein, will be used for general corporate purposes.

11.4Annual Financial Statements.A copy of the Company's financial statements
for the most recently completed fiscal year shall be provided to each Participant annually. Such financial statements shall be prepared in accordance with generally accepted accounting principles. The
Administrator may require that Participants sign an appropriate confidentiality agreement as a condition to receiving a copy of the financial statements.

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SILICON IMAGE INC.STOCK OPTION AGREEMENT

Type of Option (check one):

/ / Incentive

/ / Nonqualified


This
Stock Option Agreement (the "Agreement) is entered into as of      , 20  , by and between Silicon Image Inc., a Delaware corporation (the
"Company"), and                        (the "Optionee") pursuant to the CMD Technology, Inc.'s 1999 Stock Incentive Plan (the
"Plan") assumed by the Company.

1.Grant of Option.The Company hereby grants to Optionee an option (the
"Option") to purchase all or any portion of a total of            (      ) shares (the "Shares") of the Common Stock of the Company at a purchase price
of            
($      ) per share (the "Exercise Price"), subject to the terms and conditions set forth herein and the provisions of the Plan. If the box marked "Incentive" above is checked, then this
Option is intended to qualify as an "incentive stock option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If this Option fails in whole or in part to
qualify as an incentive stock option, or if the box marked "Nonqualified" is checked, then this Option shall to that extent constitute a nonqualified stock option.

2.Vesting of Option.The right to exercise this Option shall vest in
installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment, as follows:

On or After:

This Option shall beExercisable as to:(i)

, 20  :


shares(ii)

, 20  :

an additional
shares(iii)

, 20  :

an additional
shares(iv)

, 20  :

an additional
shares


No
additional shares shall vest after the date of termination of Optionee's "Continuous Service" (as defined in Section 3 below), but this Option shall continue to be exercisable in accordance
with Section 3 hereof, with respect to that number of shares that have vested as of the date of termination of Optionee's Continuous Service.

3.Term of Option.Optionee's right to exercise this Option shall terminate
upon the first to occur of the following:



As
used herein, the term "Continuous Service" means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by a corporation or a parent
or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code

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applies, which is uninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing
by the Company or any of such other employer corporations, if applicable, (ii) service as a member of the Board of Directors of the Company until Optionee resigns, is removed from office, or
Optionee's term of office expires and he or she is not reelected, or (iii) so long as Optionee is engaged as a consultant or service provider to the Company or other corporation referred to in
clause (i) above.

4.Exercise of Option.On or after the vesting of any portion of this Option in
accordance with Sections 2 or 12 hereof, and until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this Option which has vested may be
exercised in whole or in part by the Optionee (or, after his or her death, by the person designated in Section 5 below) upon delivery of the following to the Company at its principal executive
offices:



5.Death of Optionee: No Assignment.The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by such Optionee, Any attempt to
sell, pledge, assign, hypothecate, transfer or dispose of this Option in contravention of this Agreement or the Plan shall be void and shall have no effect. If the Optionee's Continuous Service
terminates as a result of his or her death, and provided Optionee's rights hereunder shall have vested pursuant to Section 2 hereof. Optionee's legal representative, his or her legatee, or the
person who acquired the right to exercise this Option by reason of the death of the Optionee (individually, a "Successor") shall succeed to the Optionee's rights and obligations under this Agreement.
After the death of the Optionee, only a Successor may exercise this Option.

6.Representations and Warranties of Optionee.



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7.  INTENTIONALLY LEFT BLANK

8.  INTENTIONALLY LEFT BLANK

9.  INTENTIONALLY LEFT BLANK

10.Restrictive Legends.Optionee hereby acknowledges that federal securities laws and the securities
laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and Optionee hereby consents to the placing
of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessary or advisable.

11.Adjustments Upon Changes in Capital Structure.In the event that the
outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by
reason of a recapitalization, stock split, combination of shares, reclassification, stock dividend or other change in the capital structure of the Company, then appropriate adjustment shall be made by
the Administrator to the number of Shares subject to the unexercised portion of this Option and to the Exercise Price per share, in order to preserve, as nearly as practical, but not to increase, the
benefits of the Optionee under this Option, in accordance with the provisions of Section 4.2 of the Plan.

12. INTENTIONALLY LEFT BLANK

13.No Employment Contract Created.Neither the granting of this Option nor the exercise hereof shall be
construed as granting to the Optionee any right with respect to continuance of employment by the Company or any of its subsidiaries. The right of the Company or any of its subsidiaries to terminate at
will the Optionee's employment at any time (whether by dismissal, discharge or otherwise), with or without cause; is specifically reserved.

14.Rights as Shareholder.The Optionee (or transferee of this option by will or
by the laws of descent and distribution) shall have no rights as a shareholder with respect to any Shares covered by this Option until such person has duly exercised this Option, paid the Exercise
Price and become a holder of record of the Shares purchased.

15."Market Stand-Off" Agreement.Optionee, if requested by the
Company and an underwriter of Common Stock (or other securities) of the Company, agrees not to sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by
Optionee during the period requested by the managing underwriter following the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, provided
that all officers and directors of the Company are required to enter into similar agreements. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company
may impose stop-transfer instructions with respect to the shares (or other securities) subject to the foregoing restriction until the end of such period.

16.Interpretation.This Option is granted pursuant to the terms of the Plan,
and shall in all respects be interpreted in accordance therewith. The Administrator shall interpret and construe this

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Option and the Plan, and any action, decision, interpretation or determination made in good faith by the Administrator shall be final and binding on the Company and the Optionee. As used in this
Agreement, the term "Administrator" shall refer to the committee of the Board of Directors of the Company appointed to administer the Plan, and if no such committee has been appointed, the term
Administrator shall mean the Board of Directors.

17.Notices.Any notice, demand or request required or permitted to be given
under this Agreement shall be in writing and shall be deemed given when delivered personally or three (3) days after being deposited in the United States mail, as certified or registered mail,
with postage prepaid, and addressed, if to the Company, at its principal place of business, Attention: the Chief Financial Officer, and if to the Optionee, at his or her most recent address as shown
in the employment or stock records of the Company.

18.Governing Law.The validity, construction, interpretation, and effect of
this Option shall be governed by and determined in accordance with the laws of the State of California.

19.Severability.Should any provision or portion of this Agreement be held to
be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.

20.Counterparts.This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall be deemed one instrument.

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

|SILICON IMAGE INC. |  | "OPTIONEE"
|------------------ |  | ----------
|By:                |  |           
|                   |  |           

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CONSENT OF SPOUSE

I acknowledge that I have read the foregoing Incentive Stock Option Agreement (the "Agreement") and that I know its contents. I am aware that by its
provisions, my spouse agrees, among other things, to the granting of rights to purchase and to the imposition of certain restrictions on the transfer of the shares of SILICON IMAGE INC., a
Delaware corporation, which my spouse acquires upon exercise of such option (the "Shares") including my community interest therein (if any), which rights and restrictions may survive my spouse's
death. I hereby consent to such rights and restrictions, approve of the provisions of the Agreement, and agree that I will bequeath any interest which I may have in said Shares or any of them,
including my community interest, if any, or permit any such interest to be purchased, in a manner consistent with the provisions of the Agreement. I direct that any residuary clause in my Will shall
not be deemed to apply to my community interest (if any) in such Shares except to the extent consistent with the provisions of the Agreement.

I
further agree that in the event of a dissolution of the marriage between me and my spouse, in connection with which I secure or am awarded the Shares or any interest therein through
property settlement agreement or otherwise, I shall receive and hold said Shares subject to all the provisions and restrictions contained in the foregoing Agreement, including any option of my spouse
or the Company to purchase such Shares or interest from me.

I
also acknowledge that I have been advised to obtain independent counsel to represent my interests with respect to the Agreement but that I have declined to do so and I hereby
expressly waive my right to such independent counsel.

|Date:                        , 200 |  | (Signature of Spouse of Optionee)
|---------------------------------- |  | ---------------------------------
|                                   |  | (Type or print name)             

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