##### 



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




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Adjustment of Shares provided however
 3. ELIGIBILITY provided
 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;




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##### 



(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
 Date of Grant




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##### 



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




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##### 



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 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




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##### 



provided however
 No Disqualification
 6. RESTRICTED STOCK Purchase Price
 Form of Restricted Stock Award Restricted Stock Purchase
Agreement
 Purchase Price
 Terms of Restricted Stock Awards




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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
 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




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##### 



(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
 Annual Grants Annual Grants
 Exercise Price; Vesting; Exercise Period




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10. WITHHOLDING TAXES
 Withholding Generally
 Stock Withholding
 11. TRANSFERABILITY
  All Awards other than NQSOs.
 NQSOs




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




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##### 



14. ESCROW; PLEDGE OF SHARES provided however
 15. EXCHANGE AND BUYOUT OF AWARDS
 16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE




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17. NO OBLIGATION TO EMPLOY
 18. CORPORATE TRANSACTIONS
 Assumption or Replacement of Awards by Successor
 Other Treatment of Awards




---



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Assumption of Awards by the Company except
 19. ADOPTION AND STOCKHOLDER APPROVAL Effective Date provided however
 20. TERM OF PLAN/GOVERNING LAW




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##### 



21. AMENDMENT OR TERMINATION OF PLAN provided however
 22. NONEXCLUSIVITY OF THE PLAN
 23. DEFINITIONS .
 Award
 Award Agreement
 Board
 Cause
 Change of Control provided however
 Code




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##### 



Committee
 Company
 Disability
 Eligible Director
 Exchange Act
 Exercise Price
 Fair Market Value
 (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




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##### 



(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
 Performance Factors




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##### 



Performance Period
 Plan
 Restricted Stock Award
 SEC
 Securities Act
 Shares
 Stock Bonus
 Subsidiary




---



##### 



Termination Terminated Termination Date
 Unvested Shares
 Vested Shares




---



##### 



THE SILICON IMAGE, INC.
1999 EQUITY INCENTIVE PLAN
 SUB-PLAN FOR UK EMPLOYEES
 1.
    
    The purpose of this Sub-Plan is to provide incentive for UK tax resident present and future
employees of Silicon Image, Inc. and its Parent or Subsidiaries through the grant of options
over Common Stock.2.
    
    This Sub-Plan is governed by the Silicon Image, Inc. 1999 Equity Incentive Plan (the Plan)
and all its provisions shall be identical to those of the Plan SAVE THAT no Awards shall be
made under the Sub-Plan other than to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company.




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##### 



Silicon Image, Inc.Notice of Grant of Stock Options
    
    1060 E. Arques Ave.(for Optionees other than Non-Employee Directors
    
    Sunnyvale, CA 94085and Optionees based in the United Kingdom)Optionee
    
    Option Number: «Number»«Name»
    
    Plan:                          1999ID:                     «ID»You have been granted an option to buy Silicon Image, Inc. (the Company) Common Stock. The
pertinent details of your stock option grant are outlined below:
 Date of Grant:
    
    «Date»Total Option Shares:
    
    «Shares»Exercise Price Per Share:
    
    «Price»First Vest Date:
    
    «M_1st_vest»Expiration Date:
    
    Option will expire [immediately on termination for cause and]1
3 months following termination for any reason except death or disability, but in no
event later than «Expire».(refer to Section 3 of the Stock Option Agreement)Type of Stock Option:
    
    Nonqualified Stock Option
 Vesting and Exercise Period:
 (Vesting Schedule to be provided here)
 Acceptance:
 Http://intranet
  Silicon Image, Inc.Robert R. Freeman, Chief Financial Officer«Name»
 
 1
    
    Language in brackets may or may not
appear in individual option agreements.




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##### 



SILICON IMAGE, INC.
 1999 EQUITY INCENTIVE PLAN
 STOCK OPTION AGREEMENT
  Agreement Notice Company Plan
 1. Grant of Option Option Shares Exercise
Price
 2. Vesting; Exercise Period
 Vesting of Shares
 Vesting of Options
 Expiration
 3. Termination
 Termination for Any Reason Except Death [,] [or] Disability [or
Cause] 2
 Termination Because of Death or Disability
 
 2
    
    Language in brackets throughout this form may
or may not appear in individual option agreements.




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##### 



Termination for Cause
 No Obligation to Employ
 4. Manner of Exercise .
 Stock Option Exercise Agreement Exhibit A Exercise Agreement inter alia
 Limitations on Exercise
 Payment
 (a)
    
    by cancellation of indebtedness of the Company to the Optionee;(b)
    
    by surrender of shares of the Companys Common Stock that either: (1) have been
owned by Optionee 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 Optionee in the open public market; and (3) are clear of all liens,
claims, encumbrances or security interests;(c)
    
    by waiver of compensation due or accrued to Optionee for services rendered;




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##### 



(d)
    
    provided that a public market for the Companys stock exists: (1) through a
same day sale commitment from Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an NASD Dealer), whereby Optionee
irrevocably elects to exercise this 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 Optionee and an NASD Dealer, whereby
Optionee irrevocably elects to exercise this 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.
 Tax Withholding
 Issuance of Shares
 5. Compliance with Laws and Regulations .
 6. Nontransferability of Option .
 7. Tax Consequences .




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##### 



Exercise of Nonqualified Stock Option
 Disposition of Shares
 Nonqualified Stock Options
 8. Privileges of Stock Ownership .
 9. Interpretation .
 10. Entire Agreement .
 11. Notices .
 12. Successors and Assigns .




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13. Governing Law .




---



##### 



No.
 SILICON IMAGE, INC.
 1999 EQUITY INCENTIVE PLAN
 STOCK OPTION AGREEMENT
  Agreement Date of Grant Company Optionee Plan
 Optionee:
    
    «Name»Total Option Shares:
    
    «Shares»Exercise Price Per Share:
    
    «Price»Date of Grant:
    
    «Date»First Vest Date:
    
    «M_1st_vest»Expiration Date:
    
    Option will expire [immediately on termination
for cause and]1 3 months following
termination for any [other]reason
except death or disability, but in no event
later than «Expire».(refer to Section 3 of this Stock Option Agreement)Type of Stock Option:
    
    Nonqualified Stock Option
 1. Grant of Option Option Shares Exercise Price
 2. Vesting; Exercise Period
 Vesting of Shares (for initial grants upon appointment or election to the Board: one forty-eighth (1/48)) (for annual
grants: one twenty-fourth (1/24))
 
 1
    
    Language in brackets throughout this form may
or may not appear in individual option agreements.




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##### 



Change of Control provided, however
 Expiration
 3. Termination Board Member Termination Date
 Termination for Any Reason Except Death [,] [or] Disability [or Cause]
 Termination Because of Death or Disability
 Termination for Cause
 4. Manner of Exercise .
 Stock Option Exercise Agreement Exhibit A Exercise Agreement inter alia




---



##### 



Limitations on Exercise
 Payment
 (a)
    
    by cancellation of indebtedness of the Company to the Optionee;(b)
    
    by surrender of shares of the Companys Common Stock that either: (1) have been
owned by Optionee 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 Optionee in the open public market; and (3) are clear of all liens,
claims, encumbrances or security interests;(c)
    
    by waiver of compensation due or accrued to Optionee for services rendered;(d)
    
    provided that a public market for the Companys stock exists: (1) through a
same day sale commitment from Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an NASD Dealer) whereby Optionee
irrevocably elects to exercise this 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 Optionee and an NASD Dealer whereby Optionee irrevocably
elects to exercise this 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;(f)
    
    by any combination of the foregoing.
 Tax Withholding
 Issuance of Shares




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##### 



5. Compliance with Laws and Regulations .
 6. Nontransferability of Option .
 7. Tax Consequences .
 Exercise of Nonqualified Stock Option
 Disposition of Shares
 8. Privileges of Stock Ownership .
 9. Interpretation .
 10. Entire Agreement .




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##### 



11. Notices .
 12. Successors and Assigns .
 13. Governing Law .
 14. Acceptance .
 IN WITNESS WHEREOF
 SILICON IMAGE, INC.
    
    OPTIONEERobert R. Freeman
    
    «Name»Chief Financial Officer




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##### 



EXHIBIT A
Silicon Image, Inc.
Stock Option Exercise Notice
 1. You must submit this form to Stock Administration prior to contacting your broker.I am exercising my Silicon Image stock options as follows:(A) Grant/Option #:
    
    (B) Total # of Shares to Exercise:(C) Cost per Share: $
    
    (D) Total Exercise Cost (B) X (C): $(E) Grant Type (circle one): ISO      NQ
    
    (F) Tax Amount Due if NQ: $Please leave NQ tax amount blank
Stock Administration will calculate, if applicable.(G) Exercise Date:
    
    (H) Are any of these shares unvested? YES  NO(a) Please leave exercise date blank for methods regarding an
    
    If yes, please consult with your tax advisor1 & 2  Stock Administration will complete
when transaction is complete.
    
    83(b) election which must be made and filed with the IRS
within 30 days of exercise. See Stock Administration for an election
form.Please indicate the transaction method below. See reverse side of this form for a brief
explanation of each method.
 Method 1
    
    SAME DAY SALE You must contact a Silicon Image designated
broker to place this trade.
Please indicate which broker you have selected below.Method 2
    
    SELL TO COVER I am
exercising
 shares, but want to sell only  shares.
The balance will be deposited in the account Ive designated below. You must
contact a Silicon
Image designated broker to place this trade. Please indicate which broker you
have selected below.Method 3
    
    EXERCISE & HOLD Please attach a personal check, made
payable to Silicon Image for the amounts indicated in items (D) and (F) above. Please indicate below where you would like your
stock certificate to be mailed.
 Broker NameBroker AddressAccount #
 Credit Suisse First Boston
    
    Account #            (415) 249-2258Deutsche Bank Alex Brown
    
    Account #            (415) 617-3252E*Trade/OptionsLink
    
    It is not necessary to complete
this form  please go towww.etrade.com or
www.optionslink.comor call (800) 838-0908 to complete your trade.
 I UNDERSTAND THAT I MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE PURCHASE OR
DISPOSITION OF THESE SHARES. I HAVE CONSULTED WITH ANY TAX CONSULTANT(S) I DEEM ADVISABLE IN
CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND CERTIFY THAT I AM NOT RELYING ON THE
COMPANY FOR TAX ADVICE. ___
 First Name
    
    Middle Initial
    
    Last Name
    
    SignatureSocial Security #
    
    
    
    Employee ID #
    
    Phone NumberCurrent Address




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##### 



EXHIBIT A
Silicon Image, Inc.
Stock Option Exercise Notice
  NOTE FOR NON-QUALIFIED (NQ) OPTIONS ONLY
  Method 1  SAME DAY SALE
 Method 2  SELL TO COVER
 Method 3  EXERCISE & HOLD
  Silicon Image Designated BrokersCredit Suisse First Boston
    
    Morgan StanleyPrivate Client Services
    
    101 California St650 California St., 31st Floor
    
    San Francisco, CASan Francisco, CA 94108
    
    (800) 248-3565Suzette Callejo (415) 249-2258
    
    Jesse Bromberg (415) 693-6876Fax  (415) 395-1402E*Trade/OptionsLink
    
    Deutsche Bank Alex. BrownP.O. Box 989032
    
    101 California Street, 46th FloorWest Sacramento, CA 95798-9858
    
    San Francisco, CA 94111www.etrade.com
or www.optionslink.com
    
    Cheryl Nobusada (415) 617-3252(800) 838-0908 (press #0 for service representative)
    
    Fax  (415) 617-4270(650) 599-0125 (from outside the United States)




---



##### 



Silicon Image, Inc.Notice of Grant of Stock Options
    
    1060 E. Arques Ave.(for Optionees based in the United Kingdom)
    
    Sunnyvale, CA 94086Optionee
    
    Option Number: «Number»«Name»
    
    Plan:                               1999ID:                                    «ID»
  Date of Grant:
    
    «Date»Total Option Shares:
    
    «Shares»Exercise Price Per Share:
    
    «Price»First Vest Date:
    
    «M_1st_vest»Expiration Date:
    
    Option will expire
[immediately on termination for cause and]1
3 months following termination for any reason except death or disability, but in no
event later than «Expire».(refer to Section 3 of the Stock Option Agreement)Type of Stock Option:
    
    Nonqualified Stock Option
 Vesting and Exercise Period:
 (Vesting Schedule to be
provided here)
 Acceptance:
 Http://intranet
  Silicon Image, Inc.Steve Tirado, President and CEO«Name»
 
 1
    
    Language in brackets may or may not
appear in individual option agreements.




---



##### 



SILICON IMAGE, INC.
 UK SUB-PLAN OF THE 1999 EQUITY INCENTIVE PLAN
 STOCK OPTION AGREEMENT
  Agreement Notice Company Plan
 1. Grant of Option Option Shares Exercise
Price
 2. Vesting; Exercise Period
 Vesting of Shares
 Vesting of Options
 Expiration
 3. Termination
 Termination for Any Reason Except Death [,] [or] Disability [or
Cause] 2
 Termination Because of Death or Disability
 
 2
    
    Language in brackets may or may not
appear in individual option agreements.




---



##### 



Termination for Cause
 No Obligation to Employ
 4. Manner of Exercise .
 Stock Option Exercise Agreement Exhibit A Exercise Agreement inter alia
 Section 431 Election
 Limitations on Exercise
 Payment
 (a)
    
    by cancellation of indebtedness of the Company to the Optionee;(b)
    
    by surrender of shares of the Companys Common Stock that either: (1) have been
owned by Optionee 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 Optionee in the open public market; and (3) are clear of all liens,
claims, encumbrances or security interests;(c)
    
    by waiver of compensation due or accrued to Optionee for services rendered;(d)
    
    provided that a public market for the Companys stock exists: (1) through a
same day sale commitment from Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an NASD Dealer), whereby Optionee
irrevocably elects to exercise this 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 Optionee and an NASD Dealer, whereby
Optionee irrevocably elects to exercise this 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.
 Tax Withholding
 Issuance of Shares
 5. Tax Consequences .




---



##### 



6. Optionees Taxation Indemnity .
    7. Employers NICs .
 8. Compliance with Laws and Regulations .
 9. Nontransferability of Option .




---



##### 



10. Privileges of Stock Ownership .
 11. Data Protection .
    12. Interpretation .
 13. Entire Agreement .
 14. Notices .




---



##### 



15. Successors and Assigns .
 16. NO GUARANTEE OF CONTINUED SERVICE . OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
EMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN
OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEES RIGHT OR THE
COMPANYS RIGHT TO TERMINATE OPTIONEES RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.
 13. Governing Law .
  SIGNED as a Deed
 by
    
    
    
    in the presence of:Witness signature:Name:Address:Occupation:
 SIGNED as a DEED
 By SILICON IMAGE, INC.
 Steve Tirado, President & CEO




---



##### 



EXHIBIT A
 EXERCISE AGREEMENT
 Silicon Image, Inc.
Stock Option Exercise Notice
(for Optionees based in the United Kingdom)
 You must submit this form to Stock Administration prior to contacting your broker.
  I am exercising my Silicon Image stock options as follows:(A) Grant/Option #:
    
    (B) Total # of Shares to Exercise:(C) Cost per Share: $
    
    (D) Total Exercise Cost (B) X (C): $(E) Grant Type (circle one): ISO NQ
    
    (F) Tax Amount Due if NQ: $Please leave NQ tax amount blank Stock Administration will calculate, if applicable.(G) Exercise Date:
    
    (H) Are any of these shares unvested? YES    NOPlease leave exercise date blank for methods regarding an1 & 2  Stock Administration will complete the IRS
    
    If yes, please consult with your tax advisor
83(b) election which must be made and filed withwhen transaction is complete.
form.
    
    the IRS within 30 days of exercise. See Stock Administration for an election
  Method 1
    
    SAME DAY SALE You must contact a Silicon Image designated
broker to place this trade. Please indicate which broker you have selected below.Method 2
    
    SELL TO COVER I
am exercising _____ shares, but want to sell only ___
shares. The balance will be deposited in
the account Ive designated below. You must contact a
Silicon Image designated broker to place this trade. Please
indicate which broker you have selected below.Method 3
    
    EXERCISE & HOLD Please attach a personal check, made
payable to Silicon Image for the amounts indicated in items
(D) and (F) above. Please indicate below where you would
like your stock certificate to be mailed.
 Broker NameBroker AddressAccount #
  Credit Suisse First Boston
    
    Account #            (415) 249-2205Deutsche Bank Alex Brown
    
    Account #            (800) 248-3565E*Trade/OptionsLink
    
    It is not necessary to complete this form  please go to
www.etrade.com or www.optionslink.com
or call (800) 838-0908 to complete your trade.




---



##### 



I UNDERSTAND THAT I MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE PURCHASE OR
DISPOSITION OF THESE SHARES. I HAVE CONSULTED WITH ANY TAX CONSULTANT(S) I DEEM ADVISABLE IN
CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND CERTIFY THAT I AM NOT RELYING ON THE
COMPANY FOR TAX ADVICE. ___(Initial here)
 First Name
    
    Middle Initial
    
    Last Name
    
    SignatureSocial Security #
    
    
    
    Employee ID #
    
    Phone NumberCurrent Address
  NOTE FOR NON-QUALIFIED (NQ) OPTIONS ONLY
  NOTE FOR UNITED KINGDOM OPTIONS ONLY HRMC
  Method 1  SAME DAY SALE
  Method 2  SELL TO COVER
  Method 3  EXERCISE & HOLD




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Silicon Image Designated BrokersA Credit Suisse First Boston
    
    Morgan StanleyPrivate Client Services
    
    101 California St201 Spear Street, 16th Floor
    
    San Francisco, CASan Francisco, CA 94105
    
    (800) 248-3565Mahnaz Ahmed (415) 249-2202
    
    Jesse Bromberg (415) 693-6876Fax  (415) 835-8350E*Trade/OptionsLinkP.O. Box 989032West Sacramento, CA 95798-9858www.optionslink.com(800) 838-0908 (press 0 for service representative)(650) 599-0125 (from outside the United States)




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EXHIBIT B
 Joint Election under s431 ITEPA 2003 for full or partial disapplication of
Chapter 2 Income Tax (Earnings and Pensions) Act 2003
 One Part Election
 1.
    
    Between
 the Employeewhose National Insurance Number isandthe Company (who is the Employees employer)
    
    Silicon Image UK Limitedof Company Registration Number
    


05293397
 2.
    
    Purpose of Election
   Should the value of the securities fall following the acquisition, it is possible that Income
Tax/NIC that would have arisen because of any future chargeable event (in the absence of an
election) would have been less than the Income Tax/NIC due by reason of this election. Should this
be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it
available if the securities acquired are subsequently transferred, forfeited or revert to the
original owner.
 3.
    
    Application
  Number of securitiesDescription of securities
    
    Common Stock of Silicon Image, Inc.Name of issuer of securities
    
    Silicon Image, Inc.




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[date of exercise]
 4.
    
    Extent of Application
  5.
    
    Declaration
   ___/___/___Signature (Employee)
    
    Date___/___/___SIGNATURE (FOR AND ON BEHALF OF THE COMPANY)
    
    DatePosition in company




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Dated:
    
    (insert date)
 SILICON IMAGE, INC.
  SILICON IMAGE UK LIMITED
  OPTIONEE
  JOINT ELECTION




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JOINT ELECTION
 BETWEEN
 (1)
    
    SILICON IMAGE, INC.whose registered office is at 1060 East Arques Avenue, Sunnyvale CA
94085, USA (the Company); and(2)
    
    SILICON IMAGE UK LIMITED(company registration no. 05293397) whose registered office is at
Carmelite, 50 Victoria Embankment, London EC4Y 0DX (the Employer); and(3)
    
    «Name»of «Address»(the Optionee which shall include his executors or administrators in the
case of his death).
 INTRODUCTION
 (A)
    
    The Optionee may be granted, from time to time, options (each one an Option) to acquire
            shares of common stock in the Company (the Shares) on terms to be set out in stock option
agreements to be issued to the UK Sub-Plan of the Silicon Image, Inc. 1999 Equity Incentive
Plan (the Plan).(B)
    
    This joint election (the Joint Election) is in an approved format. The exercise,
cancellation, release, assignment or other disposal of an Option is subject to the Optionee
entering into this Joint Election.(C)
    
    The Optionee is currently an employee of the Employer.(D)
    
    The exercise, release, cancellation, assignment or other disposal of an Option (a Trigger
Event) (whether in whole or in part), may result in the Employer or, if and to the extent
that there is a change in law, any other company or person who becomes the secondary
contributor for National Insurance contributions (NIC) purposes at the time of such Trigger
Event having a liability to pay employers (secondary) Class I NICs (or any tax or social
security premiums which may be introduced in substitution or in addition thereto) in respect
of such Trigger Event.(E)
    
    Where the context so admits, any reference in this Joint Election:
 (i)
    
    to the singular number shall be construed as if it referred also to the
plural number and vice versa;(ii)
    
    to the masculine gender shall be construed as though it referred also to the
feminine gender;(iii)
    
    to a statute or statutory provision shall be construed as if it referred
also to that statute or provision as for the time being amended or re-enacted;(iv)
    
    Shares means shares of common stock of the Company.




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AGREED TERMS
 1.
    
    Joint Election1.1
    
    It is a condition of the exercise, cancellation, release, assignment or other disposal of an
Option that the Optionee has entered into this Joint Election with the Employer.1.2
    
    The Optionee, the Company and the Employer elect to transfer the liability (the Liability)
for all of the employers (Secondary) Class I NICs, referred to in (D) above and charged on
payments or other benefits arising on a Trigger Event and treated as remuneration and earnings
pursuant to section 4(4)(a) of the Social Security Contributions and Benefit Act 1992 (SSCBA) to
the Optionee. This Joint Election is made pursuant to an arrangement authorised by paragraph 3B,
Schedule 1 of the SSCBA.2.
    
    Restriction on registration until liability paid by OptioneeThe Optionee hereby agrees that no Shares shall be registered in his name until he has met the
Liability as a result of a Trigger Event in accordance with this Joint Election.3.
    
    Payment3.1
    
    Where, in relation to an Option, the Optionee is liable, or is in accordance with current
practice at the date of the Trigger Event believed by the Employer to be liable (where it is
believed that the shares under option are readily convertible assets), to account to the Inland
Revenue for the Liability, the Optionee and the Employer agree that, upon receipt of the funds to
meet the Liability from the Employee, that such funds to meet the Liability shall be paid to the
Collector of Taxes or other relevant taxation authority by the Employer on the Optionees behalf
within 14 days of the end of the income tax month in which the gain on the Option was made (the 14
day period) and for the purposes of securing payment of the Liability the Optionee will on the
occurrence of a Trigger Event:
 (a)
    
    pay to the Employer a cash amount equal to the Liability; and/or(b)
    
    suffer a deduction from salary or other remuneration due to the Optionee such deduction being
in an amount not exceeding the Liability; and/or(c)
    
    at the request of the Company enter into such arrangement or arrangements necessary or
expedient with such person or persons (including the appointment of a nominee on behalf of the
Optionee) to effect the sale of Shares acquired through the exercise of the Option to cover all or
any part of the Liability and use the proceeds to pay the Employer a cash amount equal to the
Liability.
 3.2
    
    The Optionee hereby irrevocably appoints the Company and the Employer as his attorney with full
power in his name to execute or sign any document and do any other thing which the Company or the
Employer may consider desirable for the purpose of giving effect to the Optionee satisfying the
Liability under clause 3.1 and satisfying any penalties and interest under clause 3.4. The
Optionee further agrees to ratify and confirm whatever the Company and the Employer may lawfully do
as his attorney. In particular, the Employer and/or the Company will have the right to enter into
such an arrangement (as envisaged by clause 3.1(c)) on the Optionees behalf to sell sufficient of
the Shares issued or transferred to the Optionee on the exercise of the Option to




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meet the
Liability pursuant to clause 3.1 and any penalty or interest arising under clause 3.4.3.3
    
    The Employer shall pass all monies it has collected from the Optionee in respect of the
Liability to the Collector of Taxes by no later than 14 days after the end of the income tax month
in which the Trigger Event occurred. The Employer shall be responsible for any penalties or
interest that may arise in respect of the Liability from any failure on its part after it has
collected any monies from the Optionee to pass the Liability to the Collector of Taxes within the
said 14 days period.3.4
    
    If the Optionee has failed to pay all or part of the Liability to the Employer within the 14
day period the Optionee hereby indemnifies the Employer against such penalties or interest that the
Employer would have to pay in respect of the late payment of all or part of the Liability to the
Collector of Taxes.4.
    
    Termination of Joint Election4.1
    
    This Joint Election shall cease to have effect on the occurrence of any of the following:
 (a)
    
    if the terms of this Joint Election are satisfied in the reasonable opinion of the Company, the
Employer and the Optionee;(b)
    
    if the Company, the Employer and the Optionee jointly agree in writing to revoke this Joint
Election;(c)
    
    if the Inland Revenue withdraws approval of this Joint Election so far as it relates to share
options covered by the Joint Election but not yet granted;(d)
    
    if the Options lapse or no Option is otherwise capable of being exercised pursuant to the Plan;
and/or(e)
    
    if the Company and/or the Employer serve notice on the Optionee that the Joint Election is to
cease to have effect.
 5.
    
    Further assurance5.1
    
    The Company, Employer and the Optionee shall do all such things and execute all such documents
as may be necessary or desirable to ensure that this Joint Election complies with all relevant
legislation and/or Inland Revenue requirements.5.2
    
    The Optionee shall notify the Employer in writing of any Trigger Event which occurs in relation
to an Option within three days of such Trigger Event.5.3
    
    The Company intends, as soon as practicable, to notify the Employer of the Optionees intention
of exercising an Option and shall provide the Employer with such information available to the
Company to enable the Employer to calculate the Liability arising on the Trigger Event.6.
    
    Secondary ContributorThe Employer enters into this Joint Election on its own behalf and on behalf of the
Company, or, if and to the extent that there is a change in law, any other company or
person who is or becomes a secondary contributor for NIC purposes in respect of an Option.
It is agreed that the Employer can enforce the terms of this Joint Election against the
Optionee on behalf of any such company.




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7.
    
    Binding Effect7.1
    
    The Optionee agrees to be bound by the terms of this Joint Election and for the avoidance of
doubt the Optionee shall continue to be bound by the terms of this Joint Election regardless of
which country the Optionee is working in when the Liability arises and regardless of whether the
Optionee is an employee of the Employer when the Liability arises.7.2
    
    The Employer and the Company agree to be bound by the terms of this Joint Election and for the
avoidance of doubt the Employer and Company shall continue to be bound by the terms of this Joint
Election regardless of which country the Optionee is working in when the Liability arises and
regardless of whether the Optionee is an employee of the Employer when the Liability arises.8.
    
    Governing Law8.1
    
    This Joint Election shall be governed by and construed in accordance with English law and the
parties irrevocably submit to the non-exclusive jurisdiction of the English Courts to settle any
claims, disputes or issues which may arise out of this deed.




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SIGNED as a Deed
 By«Name1»
   Name:Address:Occupation:
 SIGNED as a DEEDby SILICON IMAGE UK LIMITEDacting by:Robert FreemanDirectorSteve TiradoDirectorSIGNED as a DEEDBy SILICON IMAGE, INC.acting by the under-mentionedperson(s) acting on the authorityof the Company in accordancewith the laws of the territory ofits incorporation:Steve TiradoPresident and CEO