Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.33    
  


    March 22, 2001 



Jimmy
Garcia-Meza

4 Chemin Souvairan

1224 Chene Bougeries—Switzerland 


    Re:  Employment Agreement


Dear
Jimmy: 


    On
behalf of the Board of Directors of Silicon Image Inc. ("Silicon Image"), I am pleased to offer you the position of Worldwide
Vice President, Sales of Silicon Image on the terms set forth below. 


    1.  Position.  You will be employed by Silicon Image as its Worldwide Vice President, Sales effective
commencing April 5, 2001 (the "Commencement Date") and continuing thereafter until termination pursuant to Section 6. You will report
directly to Silicon Image's Chief Operating Officer. You will be expected to devote your full working time and attention to the business of Silicon Image, and you will not render services to any other
business without the prior approval of the Board of Directors or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of Silicon Image.
You will also be expected to comply with and be bound by Silicon Image's operating policies, procedures and practices that are from time to time in effect during the term of your employment. 


    2.  Base Salary.  Although your initial base annual salary will be $192,500, through the end of Silicon
Image's third quarter in fiscal 2001, you will be paid at an assumed annual rate of $275,000 (and thereafter at the annual rate of $192,500) payable in accordance with Silicon Image's normal payroll
practices with such payroll deductions and withholdings as are required by law. Your base salary will be reviewed on an annual basis by the Compensation Committee of the Board of Directors and
increased from time to time, in the discretion of the Compensation Committee. 


    3.  Bonus and Commission.  You will be eligible to receive a target commission of $82,500 in accordance
with Silicon Image's standard commission plan. You shall also be eligible to participate in such executive bonus program, if any, established by Silicon Image and in effect from time to time. 



    4.  Stock Options.  On the Commencement Date, the Compensation Committee of the Board of Directors shall
grant you stock options to purchase 500,000 shares of Silicon Image common stock at an exercise price equal to such common stock closing price on the Commencement Date ("Initial Stock Grant"). The
Initial Stock Grant will vest and become exercisable over a four (4) year period, with 125,000 shares vesting and becoming exercisable on the first anniversary of your Commencement Date and the
remaining 375,000 shares vesting and becoming exercisable in 36 equal monthly installments following the first anniversary of the Commencement Date (each a "Succeeding Vesting
Date"). The option may be exercised with a full recourse promissory note at commercially reasonable terms determined by Silicon Image after consultation with its accountants to
assure the note does not cause adverse accounting consequences. Except as otherwise indicated in this agreement, the vested portion of such Initial Stock Grant may be exercised at any time until the
earlier of ninety (90) days after the termination of your employment or ten (10) years after the grant of such options. You should consult a tax advisor concerning your income tax
consequences before exercising any of the options. 


    5.  Other Benefits.  You will be eligible for the normal vacation, health insurance, 401(k), employee
stock purchase plan and other benefits offered to all Silicon Image senior executives of similar rank and status. You shall also be entitled to up to $120,000 to cover relocation, moving and tax
preparation expenses. You will be entitled to an auto allowance to the extent such allowance is provided to similarly situated employees. 





 


    6.  Employment and Termination.  Your employment with Silicon Image will be at-will and may
be terminated by you or by Silicon Image at any time for any reason as follows: 



    (a) You
may terminate your employment upon written notice to the Board of Directors at any time in your discretion ("Voluntary
Termination"); 


    (b) Silicon
Image may terminate your employment upon written notice for "Cause," as defined below, for such termination ("Termination for
Cause"); 


    (c) Silicon
Image may terminate your employment upon written notice to you at any time without a determination that there is Cause for such termination
("Termination without Cause"); 


    (d) Your
employment will automatically terminate upon your death or upon your disability as determined by the Board of Directors ("Termination
for Death or Disability"); provided that "disability" shall mean your complete inability to perform your job responsibilities for a period of 180 consecutive days or
180 days in the aggregate in any 12-month period; 


    (e) Your
employment may be a "Termination in Connection with a Change in Control" if there is a Change in Control and
either (i) you are employed by Silicon Image on the date of the Change in Control and continue your employment after the Change in Control to aid in an orderly transition, if Silicon Image so
requests (provided that you shall not be required to continue your employment for more than three (3) months after the Change in Control in order to satisfy such obligation), or
(ii) Silicon Image terminates your employment other than for Cause, death or Disability after Silicon Image begins negotiations with a third party that culminates in a Change of Control and not
more than 150 days prior to the Change in Control (in which case, for the purpose of interpreting the vesting and exercisability provisions of your stock option grants, your termination shall
be deemed to occur on the date of the Change in Control). 




    7.  Definitions.  As used in this agreement: 



    "Cause"
means willful gross misconduct, conviction of a felony or an act of material personal dishonesty. 


    "Change
in Control" means the closing of any transaction or series of related transactions, including the acquisition of Silicon Image by another entity and any reorganization, merger
or consolidation, which results in the holders of Silicon Image's capital stock prior to the transaction or transactions holding less than fifty percent (50%) of the outstanding voting power of
Silicon Image after the transaction or transactions, or which results in the sale of all or substantially all of the assets of Silicon Image. 




    8.  Separation Benefits.  Upon termination of your employment with Silicon Image for any reason, you will
receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Silicon Image's then existing benefit plans and
policies for so long 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 benefits as
set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination. 



    (a) In
the event of your Voluntary Termination or Termination for Cause, you will not be entitled to any cash severance benefits or additional vesting of shares of
restricted stock or options. 


    (b) In
the event of your Termination without Cause, you shall be entitled to severance for six (6) months following your termination, at the rate of your Base
Salary plus target bonus for that year and in accordance with Silicon Image's normal payroll practices. 


    (c) In
the event of your Termination in Connection with a Change in Control, your Initial Stock Grant shall have a vesting rate of twice the vesting rate set forth in
the grant, provided, that 



2





 


in no event shall the minimum aggregate number of shares vested be less than at least one-quarter (1/4) of the aggregate number of shares granted; and you shall be entitled to severance
for six (6) months following your termination, at the rate of your Base Salary plus target bonus for that year and in accordance with Silicon Image's normal payroll practices.. For example, if
immediately prior to a Change of Control, your Initial Stock Grant would have otherwise vested as to forty percent (40%) of the shares, then upon such Change in Control such Initial Stock Grant shall
instead be vested as to eighty percent (80%) of the shares. For example, if immediately prior to a Change of Control, your Initial Stock Grant would have otherwise vested as to none of the shares
subject to the grants, then upon such Change in Control, such Initial Stock Grant shall instead be vested as to twenty-five percent (25%) of the shares. In addition, should your employment
continue following a Change in Control, all your stock options granted prior to the Change in Control shall continue to vest at the vesting rate set forth in the original grant. 


    (d) If
your severance and other benefits provided for in this Section 8 constitute "parachute payments" within the meaning of Section 280G of the Code
and, but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then your severance and other benefits under this Section 8 will be
payable, at your election, either in full or in such lesser amount as would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by
Section 4999, in your receipt on an after-tax basis of the greatest amount of severance and other benefits. 


    (e) No
payments due you hereunder shall be subject to mitigation or offset. 




    9.  Indemnification Agreement.  Upon your commencement of employment with Silicon Image, Silicon Image
will enter into its standard form of indemnification agreement for officers and directors, a copy of which is attached to this letter as  Exhibit C, to indemnify you against certain liabilities you
may incur as an officer or director of Silicon Image. 


    10.  Confidential Information and Invention Assignment Agreement.  Upon your commencement of employment
with Silicon Image, you will be required to sign its standard form of Employee Agreement,
a copy of which is attached to this letter as Exhibit D, to protect Silicon Image's confidential information and intellectual property. 



    11.  Nonsolicitation.  During the term of your employment with Silicon Image and for one year thereafter,
you will not, on behalf of yourself or any third party, solicit or attempt to induce any employee of Silicon Image to terminate his or her employment with Silicon Image. 


    12.  Arbitration.  The parties 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. 


    13.  Miscellaneous.  



    (a) Authority to Enter into Agreement. Silicon Image represents that its Chairman of the Board has due authority to
execute and deliver this agreement on behalf of Silicon Image. 


    (b) Absence of Conflicts. You represent that upon the Commencement Date your performance of your duties under this
agreement will not breach any other agreement as to which you are a party. 


    (c) Attorneys' Fees. If a legal action or other proceeding is brought for enforcement of this agreement because of an
alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys'
fees and costs incurred, both before and after judgment, in addition to any other relief to which they may be entitled. 



3





 


    (d) Successors. This agreement is binding on and may be enforced by Silicon Image and its successors and assigns and is
binding on and may be enforced by you and your heirs and legal representatives. Any successor to Silicon Image or substantially all of its business (whether by purchase, merger, consolidation or
otherwise) will in advance assume in writing and be bound by all of Silicon Image's obligations under this agreement. 


    (e) Notices. Notices under this agreement must be in writing and will be deemed to have been given when personally
delivered or two (2) days after mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to you will be addressed to you at the home address
which you have most recently communicated to Silicon Image in writing. Notices to Silicon Image will be addressed to its General Counsel at Silicon Image's corporate headquarters. 


    (f)  Waiver. No provision of this agreement will be modified or waived except in writing signed by you and an officer of
Silicon Image duly authorized by its Board of Directors. No waiver by either party of any breach of this agreement by the other party will be considered a waiver of any other breach of this agreement. 


    (g) Entire Agreement. This agreement, including the attached exhibits, represents the entire agreement between us
concerning the subject matter of your employment by Silicon Image. 


    (h) Governing Law. This agreement will be governed by the laws of the State of California without reference to conflict
of laws provisions. 




    Jimmy,
we are very pleased to extend this offer of employment to you and look forward to your joining Silicon Image as its Worldwide Vice President, Sales. Please indicate your
acceptance of the terms of this agreement by signing in the place indicated below. 



	 	 	Very truly yours,
	

 	
 	

/s/ STEVE TIRADO   
 Steve Tirado

Chief Operating Officer
	

Accepted: March 25, 2001	
 	

 
	

/s/ JIMMY GARCIA-MEZA   
 Jimmy Garcia-Meza	
 	

 




4









QuickLinks



Exhibit 10.33