Table of Contents










Exhibit 10.46


October
22, 2008







Steve
Tirado, Chief Executive Officer and President


Silicon
Image, Inc.


1060 East
Arques Avenue


Sunnyvale,
CA  94085





Re:
Amended and Restated Offer Letter For Section 409A Purposes





Dear
Steve:




The offer
letter extended to you by Silicon Image, Inc. on January 24,2005 has
been amended in order to bring the letter and certain of its terms into
compliance with Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.  Please acknowledge your
acceptance to the amendments by signing the letter below.  The letter
itself has not been changed, and is set forth below in its original form, except
as where it was necessary to modify the terms to bring them into compliance with
Section 409A.






On behalf
of the Board of Directors (the “Board”) of
Silicon Image, Inc. (the “Company”),
it is my pleasure to offer you the position of Chief Executive Officer and
President of the Company. The terms of our offer and the benefits provided by
the Company are as follows:






1.           You
will report to the Board, which will nominate and elect you to the Board as a
Class I director. While you are employed at the Company, you will abide by
your duty of loyalty to the Company, will perform your duties and follow the
lawful directions of the Board in a diligent manner, and will devote your full
time, energy and attention to the interests of the Company, subject to your
devotion of time to manage your personal assets and investments, and to
participate in charitable, professional and community activities, provided such
devotion of time does not materially interfere with your service to the Company.
You will receive an indemnification agreement for your service as an officer and
director of the Company consistent with indemnification agreements in place with
other members of the Board.






2.           Your
annual base salary will be $475,000 per year. For the 2005 fiscal year, you will
be eligible to receive a cash bonus under an executive bonus program for the
year to be proposed by you and approved by the Compensation Committee of the
Board. Such executive bonus program will provide for a potential cash bonus to
you of 70% of your annual base salary for the 2005 fiscal year, provided that
the actual bonus amount (which may be less than 70% of your annual base salary
for the 2005 fiscal year) will be determined by Company performance (as
determined by the Company’s 2005 Annual Operating Plan) and whatever other
factors the executive bonus program considers. Your cash compensation will be
subject to annual review by the Compensation Committee.






3.           You
will be granted an option for 380,000 shares of common stock upon execution of
this letter agreement. In addition, on the first business day of 2006 you will
be granted an option for









500,000
shares of common stock. The options will have an exercise price equal to the
closing price of our common stock on the Nasdaq Stock Market on their respective
grant dates, and each option will vest and become exercisable with respect to
one-forty-eighth of the shares in such option each month after the grant date of
such option so long as you remain continuously employed by the Company as an
employee, subject to the vesting acceleration provisions set forth in
Section 5 of this letter agreement.






4.           You
will be eligible to participate in the other employee benefit plans and
executive compensation programs maintained by the Company applicable to other
employees and key executives of the Company, including without limitation stock
option, stock purchase, incentive or other bonus plans, life, disability,
health, accident and other insurance programs, and similar plans or programs.
You will receive not less than three weeks of paid vacation each
year.






5.           Upon
any termination of your employment with the Company, you shall in all cases
receive (i) payment for all unpaid salary and vacation accrued through the
date of your termination of employment; (ii) reimbursement for expenses per
existing Company policies; and (iii) continued benefits in accordance with
the terms of the Company’s then existing benefit plans and policies and/or as
required by applicable law; such payments and benefits are not included within
the separation benefits described below (but likewise will not operate to
duplicate such separation benefits either). In addition to the above benefits,
you shall under certain circumstances, also be entitled to receive separation
benefits as set forth below; provided, that in order to receive any separation
benefits you must first execute and return to the Company within sixty (60) days
following your separation from service a full unilateral release (including a
waiver of unknown claims and covenant not to sue) in favor of the Company and
its directors, officers and other related persons and an agreement not to
solicit employees of the Company for a period of one year following termination,
each in the form then used by the Company for departing executives; and further
provided, however, that you will not be required to release any right to
indemnification that you may have under applicable law, the Company’s
Certificate of Incorporation, the Company’s bylaws or any indemnity agreement
between you and the Company nor any rights related to your then existing equity
ownership in the Company. You will not be entitled to any other compensation,
award or damages with respect to your employment or termination. Payment of the
severance (to the extent you are eligible) will be on the 61st day
following your separation from service, provided the release described above is
effective, has not been revoked by you and any applicable statutory revocation
period has expired.  If any of the foregoing is not the case, then
payment of the severance (to the extent you are eligible) shall be delayed until
all such conditions have been satisfied.






For
purposes of this agreement, no payment will be made to you upon termination of
your employment unless such termination constitutes a “separation from service”
within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”),
and Section 1.409A-1(h) of the regulations promulgated thereunder.






A.           In
the event of your voluntary termination (other than for Good Reason) or
termination for Cause (as defined below), you will not be entitled to any cash
separation benefits or additional vesting of shares of restricted stock or
options.









i.           “Cause”
means (i) conviction of, or plea of guilty or no contest to, a felony under
the laws of the United States or any state thereof or any act of fraud,
embezzlement or dishonesty, (ii) breach of fiduciary duties not remedied within
thirty days of written notice, or (iii) material breach of this letter
agreement or any other written agreement with the Company not remedied within
thirty days of written notice.






ii.           “Good
Reason” means any of the following taken without your written consent,
provided that (a) such event or condition has occurred within ninety (90) days
preceding your written notice to the Company, and the effective date, of your
separation from service from the Company for Good Reason and(b) the Company
has failed to cure such event or condition within thirty (30) days written
notice thereof: (i) any material reduction in your job duties and
responsibilities, (ii) your failure to be elected at any time as a member
of the Board, or (iii) any demoting change in your job title as Chief
Executive Officer and President, reduction in annual base salary or potential
cash bonus, or requirement that your principal place of business be located more
than 25 miles from the current location of the Company’s principal place of
business at 1060 East Arques Avenue, Sunnyvale, California.






B.           In
the event the Company terminates your employment without Cause, or in the event
of termination by you for Good Reason or your termination due to death or
disability, you shall be entitled to (i) a lump sum cash payment equal to
twelve months of your then current annual base salary, less applicable
deductions and withholdings (ii) reimbursement of COBRA insurance premiums
(if you elect COBRA coverage), for twelve months following your termination,
(iii) a lump sum cash payment equal to the target bonus (if any) payable to
the Chief Executive Officer under the executive bonus program of the Company pro
rata for the year in which such termination occurs, less applicable deductions
and withholdings.  Your right to receive COBRA insurance premiums
shall terminate upon your commencement of full-time employment with another
company (which you shall promptly notify the Company of); and (iv) twelve
months of accelerated vesting under your Company stock options and restricted
stock awards (whether referred to above or otherwise granted in the
future).




C.           No
acceleration of vesting will be deemed to extend beyond the number of
then-unvested options or shares under a particular award at the time of
acceleration. No additional vesting shall occur following termination of
service. Vested options will be exercisable for (i) three months following
the termination date in the case of your termination without Cause, termination
by you for Good Reason, your voluntary termination or termination for Cause, but
in no event later than the expiration date of the options, or (ii) twelve
months following the termination date in the case of termination due to death or
disability.






6.           While
we look forward to a long and profitable relationship, should you decide to
accept our offer, you will be an at-will employee of the Company, which means
the employment relationship can be terminated by either of us for any reason at
any time. Any statements or representations to the contrary (and any statements
contradicting any provision in this letter) should be regarded by you as
ineffective. Further, your participation in any stock option or benefit program
is not to be regarded as assuring you of continuing employment for any
particular period of time.






7.           This
letter agreement constitutes the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements or understandings, inducements or
conditions, express or implied, written or oral, between the parties with
respect to such subject matter, including without limitation the April 1,
2004 letter agreement between you and the Company which the parties hereto agree
is hereby terminated and superceded by this letter agreement.






8.           This
offer will remain open until 11:59 p.m. on January 24, 2005. If you
decide to accept our offer, and I hope you will, please sign the enclosed copy
of this letter agreement in the space indicated below and return it to me. Your
signature will acknowledge that you have read and understood and agreed to the
terms and conditions of this offer. Should you have anything else that you wish
to discuss, please do not hesitate to call me.




We
look forward to the opportunity to welcome you to the Company.


Silicon
      Image, Inc.
              
              
              AcceptedBy:
              /s/ Peter
      Hanelt
              
              By:
              /s/ Steve TiradoPeter
      Hanelt
              
              
              Steve
      TiradoTitle:  Chairman
      of the Board