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Exhibit 10.03
 SILICON IMAGE, INC.
 1999 EQUITY INCENTIVE PLAN
 
 1. PURPOSE
 2. SHARES SUBJECT TO THE PLAN
 Number of Shares Available Prior
Plan provided, provided further
 Adjustment of Shares provided however
 3. ELIGIBILITY provided




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4. ADMINISTRATION
 Committee Authority
 (a)
    
    construe and interpret this Plan, any Award Agreement and any other
agreement or document executed pursuant to this Plan;
 (b)
    
    prescribe, amend and rescind rules and regulations relating to this
Plan or any Award;
 (c)
    
    select persons to receive Awards;
 (d)
    
    determine the form and terms of Awards;
 (e)
    
    determine the number of Shares or other consideration subject to
Awards;
 (f)
    
    determine whether Awards will be granted singly, in combination
with, in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the Company or any
Parent or Subsidiary of the Company;
 (g)
    
    grant waivers of Plan or Award conditions;
 (h)
    
    determine the vesting, exercisability and payment of Awards;
 (i)
    
    correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement;
 (j)
    
    determine whether an Award has been earned; and
 (k)
    
    make all other determinations necessary or advisable for the
administration of this Plan.
 Committee Discretion
 5. OPTIONS ISO NQSOs
 Form of Option Grant Stock Option
Agreement
 2




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Date of Grant
 Exercise Period provided however Ten Percent Stockholder
 Exercise Price
 Method of Exercise Exercise Agreement
 Termination
 (a)
    
    If the Participant is Terminated for any reason except death or
Disability, then the Participant may exercise such Participants Options only to
the extent that such Options would have been exercisable upon the Termination
Date no later than three (3) months after the Termination Date (or such shorter
or longer time period not exceeding five (5) years as may be determined by the
Committee, with any exercise beyond three (3) months after the Termination Date
deemed to be an NQSO), but in any event, no later than the expiration date of the
Options.
 (b)
    
    If the Participant is Terminated because of Participants death or
Disability (or the Participant dies within three (3) months after a Termination
other than for Cause or because of Participants Disability), then Participants
Options may be exercised only to the extent that such Options would have been
exercisable by Participant on the Termination Date and must be exercised by
Participant (or Participants legal representative or authorized assignee) no later than twelve (12) months after the Termination Date (or such
shorter or longer time period not exceeding five (5) years as may be
determined by the Committee, with any such exercise beyond (a) three (3)
months after the Termination Date when the Termination
 3




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is for any reason other
than the Participants death or Disability, or (b) twelve (12) months after
the Termination Date when the Termination is for Participants death or
Disability, deemed to be an NQSO), but in any event no later than the
expiration date of the Options.
 Limitations on Exercise
 Limitations on ISO
 Modification, Extension or Renewal provided however
 No Disqualification
 6. RESTRICTED STOCK Purchase Price
 Form of Restricted Stock Award Restricted Stock Purchase
Agreement
 Purchase Price
 4




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Terms of Restricted Stock Awards
 Termination During Performance Period
 7. STOCK BONUSES
 Awards of Stock Bonuses Stock Bonus Agreement Performance Stock Bonus Agreement
 Terms of Stock Bonuses
 Form of Payment
 5




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8. PAYMENT FOR SHARE PURCHASES
 Payment
 (a)
    
    by cancellation of indebtedness of the Company to the Participant;
 (b)
    
    by surrender of shares that either: (1) have been owned by
Participant for more than six (6) months and have been paid for within the
meaning of SEC Rule 144 (and, if such shares were purchased from the Company by
use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by Participant in the public market;
 (c)
    
    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
the Shares;
 (d)
    
    by waiver of compensation due or accrued to the Participant for
services rendered;
 (e)
    
    with respect only to purchases upon exercise of an Option, and
provided that a public market for the Companys stock exists:
 (1)
    
    through a same day sale commitment from the
Participant and a broker-dealer that is a member of the National
Association of Securities Dealers (an NASD Dealer) whereby the
Participant 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; or
 (2)
    
    through a margin commitment from the Participant
and a NASD Dealer whereby the Participant 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
 (f)
    
    by any combination of the foregoing.
 Loan Guarantees
 9. AUTOMATIC GRANTS TO ELIGIBLE DIRECTORS.
 Types of Options and Shares.
 Eligibility
 6




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Annual Grants Annual Grants
 Exercise Price; Vesting; Exercise Period
 10. WITHHOLDING TAXES
 Withholding Generally
 Stock Withholding
 11. TRANSFERABILITY
  All Awards other than NQSOs.
 7




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NQSOs
 12. PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.
 Voting and Dividends provided provided further
 Financial Statements provided however
 Restrictions on Shares.
 13. CERTIFICATES
 14. ESCROW; PLEDGE OF SHARES provided however
 8




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15. EXCHANGE AND BUYOUT OF AWARDS
 16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE
 17. NO OBLIGATION TO EMPLOY
 18. CORPORATE TRANSACTIONS
 Assumption or Replacement of Awards by Successor
 9




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Other Treatment of Awards
 Assumption of Awards by the Company except
 19. ADOPTION AND STOCKHOLDER APPROVAL Effective Date provided however
 20. TERM OF PLAN/GOVERNING LAW
 21. AMENDMENT OR TERMINATION OF PLAN provided however
 22. NONEXCLUSIVITY OF THE PLAN
 10




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23. DEFINITIONS .
 Award
 Award Agreement
 Board
 Cause
 Change of Control provided however
 Code
 Committee
 Company
 Disability
 Eligible Director
 Exchange Act
 Exercise Price
 Fair Market Value
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(a)
    
    if such Common Stock is then quoted on the Nasdaq National Market,
its closing price on the Nasdaq National Market on the date of determination as
reported in The Wall Street Journal;
 (b)
    
    if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of determination on
the principal national securities exchange on which the Common Stock is listed or
admitted to trading as reported in The Wall Street Journal;
 (c)
    
    if such Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a national securities
exchange, the average of the closing bid and asked prices on the date of
determination as reported in The Wall Street Journal;
 (d)
    
    in the case of an Award made on the Effective Date, the price per
share at which shares of the Companys Common Stock are initially offered for
sale to the public by the Companys underwriters in the initial public offering
of the Companys Common Stock pursuant to a registration statement filed with the
SEC under the Securities Act; or
 (e)
    
    if none of the foregoing is applicable, by the Committee in good
faith.
 Family Member includes any of the
following:
 (a)
    
    child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the
Participant, including any such person with such relationship to the
Participant by adoption;
 (b)
    
    any person (other than a tenant or employee) sharing the
Participants household;
 (c)
    
    a trust in which the persons in (a) and (b) have more than
fifty percent of the beneficial interest;
 (d)
    
    a foundation in which the persons in (a) and (b) or the
Participant control the management of assets; or
 (e)
    
    any other entity in which the persons in (a) and (b) or the
Participant own more than fifty percent of the voting interest.
 Insider
 Option
 Parent
 Participant
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Performance Factors
 (a)
    
    Net revenue and/or net revenue growth;
 (b)
    
    Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth;
 (c)
    
    Operating income and/or operating income growth;
 (d)
    
    Net income and/or net income growth;
 (e)
    
    Earnings per share and/or earnings per share growth;
 (f)
    
    Total stockholder return and/or total stockholder return growth;
 (g)
    
    Return on equity;
 (h)
    
    Operating cash flow return on income;
 (i)
    
    Adjusted operating cash flow return on income;
 (j)
    
    Economic value added; and
 (k)
    
    Individual confidential business objectives.
 Performance Period
 Plan
 Restricted Stock Award
 SEC
 Securities Act
 Shares
 Stock Bonus
 Subsidiary
 Termination Terminated
 13




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Termination Date
 Unvested Shares
 Vested Shares
 14