Exhibit
10.46   December 3, 2002  John LeMoncheck 1534 Frontero Avenue Los Altos, CA 94024  Dear John:  Silicon Image, Inc. (the Company) is pleased
to confirm our offer to you with us. 
You will initially report to Steve Tirado, Chief Operating Officer, in
the position of Vice President of CE Products. The
terms of our offer and the benefits currently provided by the Company are as
follows:  1.
  Your initial annual base salary will be $210,000,
  payable in accordance with the Companys normal payroll practices with such
  payroll deductions and withholdings as are required by law and subject to
  adjustment by the Board of Directors of the Company (the Board).  In addition, you will receive a signing
  bonus of $50,000 to be paid half each over two quarters, on the terms and
  condition that you have been employed at Silicon Image at the end of each
  quarter. If you fail to complete six months, you will refund 100% of your
  signing bonus back to Silicon Image. 
  The first payment of $25,000 will be paid at the end of Q1 03; the
  second payment of $25,000 will be paid at the end of Q2 03.  Furthermore as an employee of the Company
  you will be eligible to participate in regular health insurance, vacation and
  other employee benefit plans established by the Company for its employees
  from time to time.2.
  As an employee of the Company you will have access
  to certain Company confidential information and you may, during the course of
  your employment, develop certain information or inventions, which will be the
  property of the Company.  To protect
  the interest of the Company, you will need to sign the Companys standard
  Employee Inventions and Confidentiality Agreement as a condition of your
  employment.  We wish to impress upon you that we
  do not wish you to bring any confidential or proprietary material of any
  former employer or to violate any other obligations you may have to your
  former employer.3.
  We will recommend that the Board approve a grant to
  you of stock options for 325,000 sharesof the Companys Common
  Stock at an exercise price equal to the closing price on the date of such
  grant.  Provided you continue to provide services to the Company, the stock
  options will become vested and exercisable with respect to 25% of the total
  shares granted on the 12 month anniversary date of your employment
  commencement date, and thereafter on the same date of each succeeding month
  an additional 2.083% of the total shares granted under the stock option will
  become vested and exercisable.   However,
  the grant of such stock options by the Company is subject to the Boards
  approval and this promise to recommend such approval is not a promise of
  compensation, and is not intended to create any obligation on the part of the
  Company.  Further details on the
  Companys stock option plan and on any specific stock option grant to you
  will be provided upon approval of such stock option grant by the Board.  
   4.
  Upon termination of your employment with the
  Company 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 the Companys then existing benefit plans
  and policies 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 general release of
  claims agreement, as provided by the Company, must be executed by you to
  receive any severance benefits.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 three (3) months following your
  termination, at the rate of your current annual base salary (less applicable
  deductions and withholdings) plus any pro rata target bonus in place for that
  year, and in accordance with the Companys normal payroll practices.c)
  If the event of your termination without Cause
  occurs within six months following a Change of Control, you will be entitled
  to (i) three (3) months of your current annual base salary (less applicable
  deductions and withholdings) paid in accordance with the Companys normal
  payroll practices over the three months following your termination; (ii) a
  prorated payment of your performance bonus for any that exist for such fiscal
  year in which your employment is terminated; and (iii) three (3) months
  accelerated vesting of your shares under your stock option as provided above
  (or securities of the surviving entity that are received in connection with
  the Change of Control).d)
  Change of Control is the
  consummation of any transaction or series of related transactions which
  results in all of the holders of record of the Companys capital stock
  immediately prior to the transaction or transactions holding less than fifty
  percent (50%) of the voting power of the surviving entity in the transaction
  or transactions immediately after the transaction or transactions, including
  the acquisition of the Company by another entity and any reorganization,
  merger or consolidation, or which results in the sale of all or substantially
  all of the assets of the Company; provided, however, if the surviving entity
  in the transaction or transactions is wholly owned by another (the Parent),
  then a Change of Control has occurred only if the holders of record of the
  Companys capital stock immediately prior to the transaction or transactions
  hold less than fifty percent (50%) of the voting power of the Parent
  immediately after the transaction or transactions.e)
  Cause means (i) any
  breach of this agreement, the Employee Inventions and Confidentiality
  Agreement between you and the Company, or any other written agreement between
  you and the Company, if such breach causes harm to the Company; (ii) any
  negligence or willful misconduct by you in your performance of duties to the
  Company that causes harm to the Company, including (without limitation)
  repeated failure to follow the directions of the person to whom you report;
  (iii) your repeated failure to diligently follow the lawful directions of the
  Board of Directors of the Company or your repeated failure to diligently
  perform your duties in a reasonable manner pursuant to this agreement; (iv)
  commission of a felony under the laws of the United States or any state
  thereof; (v) commission of any act of fraud, embezzlement or  
   f)
  dishonesty or breach of
  fiduciary duties; (vi) the abuse of alcohol or controlled substances that has
  a detrimental effect upon your performance of your duties under this
  agreement; or (vii) a good faith determination by the Companys Board of
  Directors or the person to whom you report that your performance is
  unsatisfactory.  A termination without
  Cause shall mean a termination for any reason other than those listed in
  clauses (i)-(vii) of the preceding sentence or death or disability.5.
  This offer of employment is made to you in
  confidence, and its terms must not be disclosed by you to anyone outside your
  immediate family.  If you do disclose
  any of its terms to such a family member, you must caution him or her that
  such information is confidential and must not be disclosed to anyone.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, indeed, 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.
  Please note that
  because of employer regulations adopted in the Immigration Reform and Control
  Act of 1986, within three business days of starting your new position you
  will need to present documentation demonstrating that you have authorization
  to work in the United States.  If you
  have questions about this requirement, which applies to U. S. citizens and
  non-U.S. citizens alike, you may contact our Human Resource department.8.
  Please sign the
  enclosed copy of this letter in the space indicated and return it to the
  Human Resource department.  Your
  signature will acknowledge that you have read and understood and agreed to
  the terms and conditions of this offer and the attached documents.  Should you have anything else that you
  wish to discuss, please do not hesitate to call.  We look forward to the opportunity to welcome you to
Silicon Image, Inc.  Sincerely,  /    / Steve Tirado Chief Operating Officer  Acknowledged, Accepted and Agreed   John LeMoncheck
  
  Date
  
  Start Date  This letter is simply for your information and is not
to be construed as a contract of employment.