Table of Contents
  
  Exhibit 10.48
  CONFIDENTIAL SEPARATION AND
GENERAL RELEASE AGREEMENT
  
 This
Confidential Separation and General Release Agreement (“SeparationAgreement”)
is entered into between Dale Zimmerman (“Employee”)
and Silicon Image, Inc. ( “Company”).
  WHEREAS, Employee has been
employed by the Company; and
   WHEREAS Employee and the
Company desire to mutually, amicably and finally resolve and compromise all
issues and claims surrounding Employee’s employment by the Company and the
termination thereof.
  
 NOW THEREFORE, in
consideration for the mutual promises and undertakings of the parties as set
forth below, Employee and the Company hereby enter into this Separation
Agreement.
  1.  Effective Date. This
Separation Agreement is effective on the eighth (8th) day
after Employee signs it, as evidenced by the date opposite Employee’s name on
the signature page hereof, and without revocation by him.
  2.  Separation Period and
Termination Date.   Employee  will continue as
an active full-time employee through December 31, 2008.  Beginning
January 1, 2009, Employee will be relieved of his duties and Employee’s
separation period will begin.  The separation period will be January
1, 2009 through June 30, 2009 (“Separation Period”), and the
effective date of Employee’s termination will be June 30, 2009 (“Termination
Date”).  If the event Employee chooses to terminate his
employment prior to the completion of his Separation Period, the earlier
termination date will be the Employee’s Termination Date. During the Separation
Period, the Company at its option may require Employee to perform services on an
as needed basis.
  3.  Company’s
Consideration.  As full, sufficient and complete consideration
for Employee's promises and releases contained herein and conditioned upon
Employee executing and not revoking the Second General Release Agreement
attached hereto as Exhibit A, and following the Effective Date of this
Separation Agreement, Company will provide the following, subject to all
required taxes and deductions.
  (a)
              Continuation
      of base salary payable on regular Company payroll during the Separation
      Period
 
 (b)
              Subject
      in all cases to the terms of the applicable equity incentive plans under
      which they are issued, continuation of the vesting of your stock options
      to purchase shares of the Company’s common stock (“Options”)
      and restricted stock units (“RSUs”) in accordance
      with their terms during the Separation
Period
  
  Subject
to Employee’s timely enrollment in COBRA  and subject to the terms of
the plan(s), payment of premium for coverage for medical, dental and vision
benefits under COBRA during the Separation Period, to the extent of Employee’s
participation and on the terms and conditions, in effect immediately prior to
the commencement of the Separation Period
 
 (c)
              Subject
      to the terms of the plan, continued participation in 401K during the
      Separation Period
 
 (d)
              Subject
      to the terms of the plan, Employee will be eligible for any 2008 Bonus
      Plan payout for the second half of the year, should the plan provide a
      payout in January 2009
 
 (e)
              Executive
      career transition services through the Company’s preferred
      vendor.  Specifics will be provided to you from
    HR
 
 In
the event Employee terminates employment with the Company prior to the
completion of the Separation Period, all consideration will terminate as of the
earlier Termination Date.
 
 No other
consideration will be provided.  During the Separation Period,
Employee shall not receive any additional equity awards or be eligible to
participate in any incentive compensation plan, including the 2009 Bonus Plan,
if any.
 
 4.  Second General Release
Agreement.  Employee acknowledges and agrees to deliver to the
Company a fully executed Second General Release Agreement, in a form acceptable
to the Company, which shall be substantially in the form attached hereto as
Exhibit A, on or after the Termination Date.
  5.  Expense
Reimbursement.  Employee acknowledges that he has submitted all
expenses.  The Company has or will reimburse all necessary and
reasonable expenses in the normal course per its expense reimbursement
policy.
  6.  For Cause
Termination.  Notwithstanding the foregoing, Employee
acknowledges and agrees that in the event that the Company terminates Employee’s
employment for Cause (as hereinafter defined) before the conclusion of the
Separation Period, Employee will not be entitled to any consideration under the
terms of this Separation Agreement attributable to the balance of the Separation
Period.
   For
purposes of this Separation Agreement, “Cause” shall mean:
  
 (a)
              a
      good faith determination by the Board of Directors of the Company (the
      “Board”) that Employee
      willfully failed to follow the lawful directions of the
    Board;
  (b)
              Employee’s
      engagement in misconduct, which the Board determines in good faith is
      detrimental to the Company;
   
  (c)
              Employee’s
      failure or refusal to comply in all material respects with (A) the
      Company’s Employee Inventions and Confidentiality Agreement, (B) the
      Company’s insider trading policy, or (C) any other Employee agreements
      with or policies of the Company, where such failure or refusal to comply
      would be detrimental to the
Company;
  (c)
              Employee’s
      conviction of, or a plea of no contest to, a felony or crime involving
      moral turpitude or commission of a fraud which the Board in good faith
      believes would reflect adversely on the Company;
  or
  (d)
              Employee’s
      unreasonable or bad-faith failure or refusal to cooperate with the Company
      in any investigation or formal proceeding initiated by the Board in good
      faith.
  7.  Equity
Awards.
  (i)
              Vested Options and
      RSUs.  Employee shall have that period of time following
      the Termination Date specified in the governing written stock option
      agreement to exercise any Options which are vested, outstanding and not
      exercised as of the Termination Date.  Employee shall be
      entitled to receive any shares of the Company’s common stock attributable
      to Employee’s outstanding RSUs that vest prior to or as of the Termination
      Date.
  (b)
              Unvested Options and
      RSUs.  Any Options or RSUs which remain unvested as of
      the Termination Date shall expire effective as of the Termination
      Date.
  8.  General Release of
Claims.
  (a)  In
further consideration for the payment and undertakings described above, to the
fullest extent permitted by law, Employee, individually and on behalf of his
attorneys, representatives, successors, and assigns, does hereby completely
release and forever discharge the Company, its affiliated and subsidiary
corporations, and its and their shareholders, officers and all other
representatives, agents, directors, employees, successors and assigns, from all
claims, rights, demands, actions, obligations, and causes of action of any and
every kind, nature and character, known or unknown, which Employee may now have,
or has ever had, against them including but not limited to claims arising from
or in any way connected with the employment relationship between the parties,
any actions during the relationship, or the termination thereof.  This
release covers all statutory, common law, constitutional and other claims,
including but not limited to, all claims for wrongful discharge in violation of
public policy, breach of contract, express or implied, breach of covenant of
good faith and fair dealing, intentional or negligent infliction of emotional
distress, intentional or negligent misrepresentation, discrimination, any tort,
personal injury, or violation of statute including but not limited to Title VII
of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, and the California Fair Employment and Housing Act, which
Employee may now have, or has ever had.  The parties agree that any
past or future claims for money damages, loss of wages, earnings and benefits,
both past
   
  (b)  and
future, medical expenses, attorneys’ fees and costs, reinstatement and other
equitable relief, are all released by this Separation Agreement.
  (c)  Employee
and the Company do not intend to release claims that Employee may not release as
a matter of law, including but not limited to claims for indemnity under
California Labor Code section 2802.
  (d)  To the
fullest extent permitted by law, any dispute regarding the scope of this general
release shall be determined by an arbitrator under the procedures set forth in
the arbitration clause below.
  9.  Waiver of Unknown
Claims. Employee has read or been advised of Section 1542 of the Civil
Code of the State of California, which provides as follows:
  A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.
  Employee
understands that Section 1542 gives him the right not to release existing claims
of which he is not now aware, unless he voluntarily chooses to waive this
right.  Having been so apprised, he nevertheless hereby voluntarily
elects to and does waive the rights described in Section 1542, and elects to
assume all risks for claims that now exist in his favor, known or
unknown.
  10.  Non-Admission.  It
is understood and agreed that this is a compromise settlement and that neither
this Separation Agreement itself nor the furnishing of the consideration for
this Separation Agreement shall be deemed or construed as an admission of
liability or wrongdoing of any kind by the Company.
  11.  Covenant Not to
Sue.
  (a)  To the
fullest extent permitted by law, at no time subsequent to the execution of this
Separation Agreement will Employee pursue, or cause or knowingly permit the
prosecution, in any state, federal or foreign court, or before any local, state,
federal or foreign administrative agency, or any other tribunal, any charge,
claim or action of any kind, nature and character whatsoever, known or unknown,
which he may now have, has ever had, or may in the future have against the
Company and/or any officer, director, employee or agent of the Company, which is
based in whole or in part on any matter covered by this Separation
Agreement.
  (b)  Nothing
in this paragraph shall prohibit Employee from filing a charge or complaint with
a government agency such as but not limited to the Equal Employment Opportunity
Commission, the National Labor Relations Board, the Department of Labor, the
California Department of Fair Employment and Housing, or other applicable state
agency. However, Employee understands and agrees that, by entering into this
Separation Agreement, he is releasing
   
  (c)  any and
all individual claims for relief, and that any and all subsequent disputes
between the Company and Employee shall be resolved in arbitration.
  (d)  Nothing
in this Separation Agreement shall prohibit or impair Employee or the Company
from complying with all applicable laws, nor shall this Separation Agreement be
construed to obligate either party to commit (or aid or abet in the commission
of) any unlawful act.
  12.  Waiver of Right to
Reemployment. Employee agrees that he will not be entitled to any further
employment with the Company.  He therefore waives any claim now or in
the future to other employment or reemployment with the Company, or any of its
related entities, and agrees that he will not apply for nor accept employment
with the Company or any of its related entities in the future.
  13.  Nondisparagement.  Employee
agrees that he will refrain from making any adverse, derogatory or disparaging
statements about the Company, its board of directors, officers, management,
practices or procedures, or business operations to any person or
entity.  Nothing in this paragraph shall prohibit Employee from
providing truthful information in response to a subpoena or other legal
process.
  14.  Return of Company Property;
Obligation to Protect Proprietary Information.  To the extent
Employee has not already done so, he agrees to return to the Company all Company
property, including but not limited to the files and documents, whether
electronic or hardcopy, and whether in Employee’s possession or under his/her
control. Employee also understands that whether he signs this Separation
Agreement or not, he must maintain the confidentiality of Company trade secrets,
confidential and/or proprietary information (“Proprietary
Information”), and not make use of any Proprietary Information on behalf
of anyone.
  15.  Savings Clause.
Should any of the provisions of this Separation Agreement be determined to be
invalid by a court, arbitrator, or government agency of competent jurisdiction,
it is agreed that such determination shall not affect the enforceability of the
other provisions herein. Specifically, should a court, arbitrator, or agency
conclude that a particular claim may not be released as a matter of law, it is
the intention of the parties that the general release, the waiver of unknown
claims, and the covenant not to sue above shall otherwise remain effective to
release any and all other claims.
  16.  Complete and Voluntary
Separation Agreement. This Separation Agreement constitutes the entire
understanding of the parties on the subjects covered.  Employee
expressly warrants that he has read and fully understands this Separation
Agreement; that he has had the opportunity to consult with legal counsel of his
own choosing and to have the terms of the Separation Agreement fully explained
to him; that he is not executing this Separation Agreement in reliance on any
promises, representations or inducements other than those contained herein; and
that he is executing this Separation Agreement voluntarily, free of any duress
or coercion.
  17.  Modification.  No
modification, amendment or waiver of any provision of this Separation Agreement
shall be effective unless in writing signed by Employee and an authorized
representative of the Company.
   
  18.  Confidential
Information.  During the Separation Period and following the
Termination Date, Employee shall continue to maintain the confidentiality of all
confidential and proprietary information of the Company and shall continue to
comply with the terms and conditions of the Employee Inventions and
Confidentiality Agreement between Employee and the Company.  Employee
shall return all of the Company’s property and confidential and proprietary
information in his/her possession to the Company on the Termination
Date.  Employee further agrees that the terms and conditions of this
Separation Agreement, including the Exhibit, are strictly confidential and shall
not be disclosed to any other persons except his/her counsel, immediate family,
taxing authorities in connection with his/her filing of federal or state tax
returns, or to financial advisors in order to comply with income tax filing
requirements, or as required by legal process or applicable law, provided
however, that Employee shall notify Company if such disclosure is sought,
allowing Company the opportunity to object to such
disclosure.  Notwithstanding the above, Employee and the Company
understand and agree that this Separation Agreement may need to be filed with
the Securities and Exchange Commission or other agencies to comply with legal
requirements.
  19.  No
Cooperation.  Employee agrees that he will not counsel or
assist any attorneys or their clients in the presentation or prosecution of any
disputes, differences, grievances, claims, charges, or complaints by any third
party against the Company and/or any officer, director, employee, agent,
representative, shareholder or attorney of the Company, unless under a subpoena
or other court order to do so.  Employee further agrees both to
immediately notify the Company upon receipt of any court order, subpoena, or any
legal discovery device that seeks or might require the disclosure or production
of the existence or terms of this Separation Agreement, and to furnish, within
three (3) business days of its receipt, a copy of such subpoena or legal
discovery device to the Company.
  20.  Non-Solicitation.  Employee
agrees that for a period of eighteen (18) months immediately following the
Termination Date, Employee shall not either directly or indirectly solicit,
induce, recruit or encourage any of the Company’s employees to leave their
employment, or take away such employees, or attempt to solicit, induce, recruit,
encourage, or take away employees of the Company, either for him/herself or any
other person or entity.  Employee further agrees not to otherwise
interfere with the relationship of the Company or any of its subsidiaries or
affiliates with any person who, to the knowledge of Employee, is employed by or
otherwise engaged to perform services for the Company or its subsidiaries or
affiliates (including, but not limited to, any independent sales representatives
or organizations) or who is, or was within the then most recent prior
twelve-month period, a customer or client of the Company, or any of its
subsidiaries.
  21.  Costs.  The
Parties shall each bear their own costs, expert fees, attorneys’ fees and other
fees incurred in connection with this Separation Agreement except as
specifically set forth herein.
  22.  Tax
Consequences.  The Company makes no representations or
warranties with respect to the tax consequences of the payment of any sums to
Employee under the terms of this Separation Agreement.  Employee
agrees and understands that he is responsible for payment, if any, of local,
state and/or federal taxes on the sums paid hereunder by the Company and any
penalties or assessments thereon and that all such sums shall be paid less all
applicable withholdings and deductions.  Employee further agrees to
indemnify and hold the Company harmless from any claims, demands, deficiencies,
penalties, assessments, executions, judgments, or recoveries by any government
agency against the Company for any amounts claimed due on account of
Employee’s
   
  23.  failure
to pay federal or state taxes or damages sustained by the Company by reason of
any such claims, including reasonable attorneys’ fees.
  24.  Arbitration.  The
parties agree that any controversy or claim arising out of or relating to this
Separation Agreement, or the breach thereof, shall be submitted to the American
Arbitration Association (“AAA”) and
that a neutral arbitrator will be selected in a manner consistent with its
National Rules for the Resolution of Employment Disputes.  The
arbitration proceedings will allow for discovery according to the rules set
forth in the National Rules for the Resolution of Employment Disputes (the
“Rules”).  All
arbitration proceedings shall be conducted in Santa Clara County,
California.
   Except as
provided by the Rules, arbitration shall be the sole, exclusive and final remedy
for any dispute between Employee and the Company.  Accordingly, except
as provided for by the Rules, neither Employee nor the Company will be permitted
to pursue court action regarding claims that are subject to
arbitration.  The
Parties expressly waive any entitlement to have such controversies decided by a
court or a jury.In addition to the right under the Rules to
petition the court for provisional relief, Employee agrees that any party may
also petition the court for injunctive relief where either party alleges or
claims a violation of this Separation Agreement in particular Section 18 of this
Separation Agreement.
 
  25.  Authority.  The
Company represents and warrants that the undersigned has the authority to act on
behalf of the Company and to bind the Company and all who may claim through it
to the terms and conditions of this Separation Agreement.  Employee
represents and warrants that he has the capacity to act on his/her own behalf
and on behalf of all who might claim through him/her to bind them to the terms
and conditions of this Separation Agreement.
  26.  Code Section
409A.  If any payments or benefits due under this Separation
Agreement would subject Employee to any penalty tax imposed under Section 409A
of the Internal Revenue Code of 1986, as amended, if such payments and benefits
were made at the time as contemplated herein, then the Parties agree to
cooperate with each other and to take reasonably necessary steps to avoid the
imposition of any such penalty tax.
  27.  No
Waiver.  The failure of any party to insist upon the
performance of any of the terms and conditions in this Separation Agreement, or
the failure to prosecute any breach of any of the terms and conditions of this
Separation Agreement, shall not be construed thereafter as a waiver of any such
terms or conditions.  This entire Separation Agreement shall remain in
full force and effect as if no such forbearance or failure of performance had
occurred.
  28.  Governing
Law.  This Separation Agreement shall be deemed to have been
executed and delivered within the State of California, and it shall be
construed, interpreted, governed, and enforced in accordance with the laws of
the State of California, without regard to conflict of law
principles.  To the extent that either party seeks injunctive relief
in any court having jurisdiction for any claim relating to the alleged misuse or
misappropriation of trade secrets or confidential or
   
  29.  proprietary
information, each party hereby consents to personal and exclusive jurisdiction
and venue in the state and federal courts of the State of
California.
  30.  Attorneys’
Fees.  In the event that either Party brings an action to
enforce or affect its rights under this Separation Agreement, the prevailing
party shall be entitled to recover its costs and expenses, including the costs
of mediation, arbitration, litigation, court fees, plus reasonable attorneys’
fees, incurred in connection with such an action.
  31.  Counterparts.  This
Separation Agreement may be executed in counterparts, and each counterpart shall
have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.
  32.  Successors and
Assigns.  This Separation Agreement, and any and all rights,
duties, and obligations under this Separation Agreement, will not be assigned,
transferred, delegated, or sublicensed by Employee without the Company’s prior
written consent.
  33.  Notice and Revocation
Period. Employee acknowledges that the Company advised him to consult
with an attorney prior to signing this Separation Agreement; that he understands
that he has twenty-one (21) days in which to consider whether he should sign
this Separation Agreement; and that he further understands that if he signs this
Separation Agreement, he will be given seven (7) days following the date on
which he signs this Separation Agreement to revoke it and that this Separation
Agreement will not be effective until after this seven-day period has expired
without revocation by him/her.
   Dated:   December
      15, 2008
              
              /s/
      William
      HammackSilicon
      Image, Inc.Dated:   December
      31, 2008
              
              /s/
      Dale
      ZimmermanDale
      Zimmerman
 
  EXHIBIT A TO CONFIDENTIAL
SEPARATION AND GENERAL RELEASE AGREEMENT
  BETWEEN
DALE ZIMMERMAN AND SILICON IMAGE, INC.
  
  SECOND GENERAL RELEASE
AGREEMENT
  
  This
Second General Release Agreement (“Second  Release
Agreement") is entered into between Dale Zimmerman ("Employee") and by Silicon
Image, Inc. ("Company").
  
  WHEREAS, the parties
previously entered into a Confidential Separation and General Release Agreement
(“Separation
Agreement”); and
  WHEREAS, the parties desire to
mutually, amicably and finally resolve and compromise all issues and claims
surrounding Employee’s employment by Company and the termination
thereof;
  NOW THEREFORE, in
consideration for the mutual promises and undertakings of the parties as set
forth in the Separation Agreement and as set forth herein below, Employee and
Company hereby enter into this Second Release Agreement.
  
 1.           Acknowledgement of Payment
of all Wages and Consideration.  By signing below, Employee
acknowledges that the Company has fully provided him with all his wages,
including but not limited to salary, bonuses, commissions, and accrued unused
vacation owed him by the Company, if any, as of June 30, 2009, the Termination
Date.  Furthermore, Employee acknowledges that the Employee has
received all consideration required under the Separation Agreement from the
Company.
 
 2.           Company’s
Consideration.  As full, sufficient and complete consideration
for Employee’s promises and releases contained herein, and pursuant to the
parties’ Separation Agreement, and following the Effective Date of this Second
Release Agreement as defined below, Company will provide Employee the following
consideration, subject to all required taxes and deductions.
 
 (a)
              A
      sum equivalent to the PTO amount that Employee would have accrued had his
      active full-time employment  continued for the Separation
      Period.
  (b)
              If
      Employee terminates his employment with the Company before the conclusion
      of the Separation Period, Company will provide Employee with a payment in
      an amount equal to Employee’s base salary and the COBRA premiums for the
      remainder of the Separation Period.
   
  (c)
              3.           General
      Release of Claims.
   (a)  In
further consideration for the payment and undertakings described above, to the
fullest extent permitted by law, Employee, individually and on behalf of his
attorneys, representatives, successors, and assigns, does hereby completely
release and forever discharge the Company, its affiliated and subsidiary
corporations, and its and their shareholders, officers and all other
representatives, agents, directors, employees, successors and assigns, from all
claims, rights, demands, actions, obligations, and causes of action of any and
every kind, nature and character, known or unknown, which Employee may now have,
or has ever had, against them including but not limited to claims arising from
or in any way connected with the employment relationship between the parties,
any actions during the relationship, or the termination thereof.  This
release covers all statutory, common law, constitutional and other claims,
including but not limited to, all claims for wrongful discharge in violation of
public policy, breach of contract, express or implied, breach of covenant of
good faith and fair dealing, intentional or negligent infliction of emotional
distress, intentional or negligent misrepresentation, discrimination, any tort,
personal injury, or violation of statute including but not limited to Title VII
of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, and the California Fair Employment and Housing Act, which
Employee may now have, or has ever had.  The parties agree that any
past or future claims for money damages, loss of wages, earnings and benefits,
both past and future, medical expenses, attorneys’ fees and costs, reinstatement
and other equitable relief, are all released by this Second Release
Agreement.
  (b)           Employee
and the Company do not intend to release claims that he may not release as a
matter of law, including but not limited to claims for indemnity under
California Labor Code section 2802.
  (c)           To
the fullest extent permitted by law, any dispute regarding the scope of this
general release shall be determined by an arbitrator under the procedures set
forth in the arbitration clause below.
  4.           Waiver of Unknown Future
Claims. Employee has read or been advised of Section 1542 of the Civil
Code of the State of California, which provides as follows:
  A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLE­MENT WITH THE
DEBTOR.
  Employee
understands that Section 1542 gives him the right not to release existing claims
of which he is not now aware, unless he voluntarily chooses to waive this
right.  Having been so apprised, he nevertheless hereby voluntarily
elects to and does waive the rights described in Section 1542, and elects to
assume all risks for claims that now exist in his favor, known or
unknown.
  5.           Non-Admission.  It
is understood and agreed that this is a compromise settlement and that neither
this Second Release Agreement itself nor the furnishing of the consideration for
this Second
  
   Release
Agreement shall be deemed or construed as an admission of liability or
wrongdoing of any kind by Company.
  6.           Covenant Not to
Sue.
  (a)  To
the fullest extent permitted by law, at no time subsequent to the execution of
this Release will Employee pursue, or cause or knowingly permit the prosecution,
in any state, federal or foreign court, or before any local, state, federal or
foreign administrative agency, or any other tribunal, any charge, claim or
action of any kind, nature and character whatsoever, known or unknown, which he
may now have, has ever had, or may in the future have against Company and/or any
officer, director, employee or agent of Company, which is based in whole or in
part on any matter covered by this Second Release Agreement.
  (b)           Nothing
in this paragraph shall prohibit Employee from filing a charge or complaint with
a government agency such as but not limited to the Equal Employment Opportunity
Commission, the National Labor Relations Board, the Department of Labor, the
California Department of Fair Employment and Housing, or other applicable state
agency. However, Employee understands and agrees that, by entering into this
Second Release Agreement, he is releasing any and all individual claims for
relief, and that any and all subsequent disputes between him and the Company
shall be resolved in arbitration.
  (c)           Nothing
in this Second Release Agreement shall prohibit or impair Employee or the
Company from complying with all applicable laws, nor shall this Second Release
Agreement be construed to obligate either party to commit (or aid or abet in the
commission of) any unlawful act.
  7.           Arbitration.  To
the fullest extent permitted by law, the parties agree to arbitrate any and all
disputes or claims arising out of or related to the validity, enforceability,
interpretation, performance or breach of this Second Release Agreement before a
single arbitrator.  However, either party may seek injunctive relief
in court for improper disclosure of confidential or proprietary business
information. The arbitrator's decision shall be final, binding, and
conclusive.  The parties further agree that this Second Release
Agreement is intended to be strictly construed to provide for arbitration as the
sole and exclusive means for resolution of all disputes
hereunder.  The parties expressly waive any entitlement to have such
controversies decided by a court or a jury.
  8.           Governing
Law.  This Second Release Agreement shall be construed in
accordance with, and governed by, the laws of the State of
California.
  9.           Savings Clause.
Should any of the provi­sions of this Second Release Agreement be determined
to be invalid by a court, arbitrator, or government agency of competent
jurisdiction, it is agreed that such determination shall not affect the
enforceability of the other provisions herein. Specifically, should a court,
arbitrator, or agency conclude that a particular claim may not be released as a
matter of law, it is the intention of the parties that the general release, the
waiver of unknown claims, and the covenant not to sue above shall otherwise
remain effective to release any and all other claims.
  
   10.           Complete and Voluntary
Agreement.  Employee expressly warrants that he has read and
fully understands this Second Release Agreement; that he has had the opportunity
to consult with legal counsel of his own choosing and to have the terms of the
Second Release Agreement fully explained to him; that he is not executing this
Release in reliance on any promises, representations or inducements other than
those contained herein; and that he is executing this Release voluntarily, free
of any duress or coercion.
  11.           Modification.  No
modification, amendment or waiver of any provision of this Second Release
Agreement shall be effective unless in writing signed by Employee and an
authorized representative of the Company.
  12.           Revocation Period.
Employee acknowledges that, by virtue of having read this provision, Company has
advised him to consult with an attorney prior to signing this Second Release
Agreement; that he understands that he has twenty-one (21) days in which to
consider whether he should sign this Second Release Agreement; and that he
further understands that if he signs this Second Release Agreement, he will be
given seven (7) days following the date on which he signs this Second Release
Agreement to revoke it and that this Second Release Agreement will not be
effective until after this seven-day period has lapsed without revocation by
him.
  13.           Effective Date. This
Second Release Agreement shall become effective on the eighth (8th) day
following the date it is signed by Employee and without revocation by
him.
  
  EMPLOYEE
UNDERSTANDS AND AGREES THAT THE EARLIEST THAT HE MAY SIGN THIS SECOND RELEASE
AGREEMENT IS ON OR AFTER THE TERMINATION DATE.
  Dated:   December
      15, 2008
                
                /s/
      William
      HammackSilicon
      Image, Inc.Dated:   December
      31, 2008
                
                /s/
      Dale
      ZimmermanDale
      Zimmerman