**Exhibit10.50**

 

April 9, 2003

 

Badar Baqai70 Lima TerraceFremont, CA 94539

 

Re:                             Termsof Separation

 

Dear Badar:

 

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

 

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

 

2.                                       SeverancePay:  Although the Company is underno obligation to provide you with any form of severance pay, the Company willgive you a severance package consisting of a) six (6) months base annualearnings cash severance, subject to applicable withholdings 2003, b) twelve(12) months of vesting acceleration for options for 180,000 shares with anexercise price of $1.14 (with all other options to cease vesting on theSeparation Date), and c) a period of twelve (12) months following theSeparation Date to exercise all vested options.  In addition, your present medical, dental and vision benefitswill remain in effect until October 31, 2003.

 

By signing below, you acknowledge that you are receiving thecompensation outlined in this paragraph in consideration for the release ofclaims and other terms contained in this agreement, and that you would nototherwise be entitled to payment in the manner outlined herein.

 

3.                                       Returnof Company Property:  You herebywarrant to the Company that you have returned to the Company all property ordata of the Company of any type whatsoever that has been in your possession orcontrol.

 

4.                                       ConfidentialInformation:  You hereby acknowledgethat you are bound by the Employee Invention Assignment and ConfidentialityAgreement you signed upon joining the Company and that as a result of youremployment with The Company you have had access to The Company’s ProprietaryInformation (as defined in that agreement), that you will hold all ProprietaryInformation in strictest confidence and that you will not make use of suchProprietary Information on behalf of anyone. You further confirm that you havedelivered to The Company all documents and data of any nature containing orpertaining to such Proprietary Information and that you have not taken with youany such documents or data or any reproduction thereof.

 

5.                                       Waiverof Claims:  The payments andpromises set forth in this agreement are in full satisfaction of all accruedsalary, vacation pay, bonus pay, profit-sharing, stock options,

 

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

 

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

 

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

 

7.                                       Legaland Equitable Remedies:  You agreethat Releasees have the right to enforce this agreement and any of itsprovisions by injunction, specific performance or other equitable reliefwithout prejudice to any other rights or remedies Releasees may have at law orin equity for breach of this agreement.

 

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

 

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

 

10.                                 NoAdmission of Liability:  Thisagreement is not and shall not be construed or contended by you to be anadmission 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

 

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agreement shall be afforded the maximum protection allowable underCalifornia Evidence Code Section 1152 and/or any other state or federalprovisions of similar effect.

 

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

 

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

 

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

 

14.                                 Non-Solicitation: Beginning on the date of this letterand continuing until one year after the Separation Date, you will not solicitany employee of the Company or its subsidiaries to terminate his or heremployment with the Company or its subsidiaries.

 

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

 

Sincerely,

 

 

Steve TiradoPresident

 

I have read and considered and agree to the foregoing.

 
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| [Employee] |
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| Date:      |   |   |
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