**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 compensationstructure previously in effect.
     *Initial Stock Option Grant.*Upon appointment or election to the Board, each non-employeedirector will receive an option to purchase 40,000 shares of the Company’s common stock under theCompany’s 1999 Equity Incentive Plan (the “***1999 EIP***”). Such option will have an exercise priceequal to the fair market value of the Company’s common stock on the date of grant. So long as thedirector continues to provide services to the Company, this initial stock option grant will vestand become exercisable with respect to 2.083% of the shares each month following the date of grantuntil fully vested; provided, that all shares subject to the stock option will become fully vestedif the Company undergoes a change of control. These initial stock option grants will have aten-year term, but will generally terminate three months following the date the director ceases toperform services for the Company.
     *Annual Compensation by Role and for Meeting Attendance.*
 •  *Cash Compensation by Role*. Each non-employee director will receive cashcompensation for membership on the Board, the standing committees and for holdingchair positions on the Board and the standing committees in the amounts and on theterms described in the table and note (a) below.  •  *Cash Compensation for Meeting Attendance*. Each non-employee director willreceive cash compensation for attendance at certain Board and Board committeemeetings 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 ofstockholders, each director who is not an employee and whose direct pecuniaryinterest in the Company’s common stock is less than five percent will receive stockoption grant(s) under the 1999 EIP in the amounts and on the terms described in thetable and note (b) below, provided such director has served in the role indicatedcontinuously for a period of at least one year. The shares subject to the annualstock option grants will have an exercise price equal to the fair market value ofthe Company’s common stock on the date of grant. So long as the director continuesto provide services to the Company, these annual grants will vest with respect to4.167% 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 achange of control. These annual stock option grants will have a five-year term, butwill generally terminate three months following the date the option holder ceasesto 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                  CompensationCommittee Member  $5,000   5,000 shares  $1,000/meeting (d)  $500/meeting (d)  CompensationCommittee Chair  $7,000                  Governance andNominating CommitteeMember  $5,000   5,000 shares  $1,000/meeting (d)  $500/meeting (d)  Governance andNominating CommitteeChair  $7,000                  
 (a)  These cash amounts are additive with respect to each role performed by theapplicable director. For example, if a director serves on the Board, as chairof the Audit Committee and member of the Compensation Committee, he willreceive an annual cash retainer in the amount of $50,000 ($25,000 as Boardmember, $10,000 as Audit Committee member, $10,000 as chair of the AuditCommittee and $5,000 as Compensation Committee member).  (b)  These option amounts are additive with respect to each roleperformed by the applicable director. For example, if a director has servedcontinuously for a period of at least one year on the Board, as chair of theAudit Committee and member of the Compensation Committee, he will receive oneor more stock options to purchase an aggregate of 30,000 shares of theCompany’s common stock (20,000 shares as Board member, 5,000 shares as AuditCommittee member and 5,000 shares as Compensation Committee member). Adirector must serve in a role continuously for a period of at least one year toreceive the option grant for the respective role.  (c)  These cash amounts are payable to a director with respect toall meetings after the sixth meeting of the Board that the applicable directorattended, either in person or via telephone.  (d)  These cash amounts are payable to a director with respect toall committee meetings that the applicable director attended, either in personor via telephone.